PG&E
Annual Report 2019

Plain-text annual report

ANNUAL REPORT PENGANA CAPITAL GROUP LIMITED ANNUAL REPORT 30 JUNE 2019 PENGANA CAPITAL HEAD OFFICE ABN 43 059 300 426 Level 12, 167 Macquarie Street Sydney NSW 2000 Australia Ph: +61 2 8524 9900 Fax: +61 2 8524 9901 PENGANA.COM PENGANA.COM PENGANA IS A LEADING PROVIDER OF PREMIUM PRODUCTS THAT ARE BENCHMARK UNAWARE AND ACTIVELY MANAGED. CURRENTLY, PENGANA HAS CIRCA $3.3 BILLION OF FUNDS UNDER MANAGEMENT ACROSS BOTH GLOBAL AND AUSTRALIAN INVESTMENT STRATEGIES. 2 | PENGANA CAPITAL GROUP ANNUAL REPORTTABLE OF CONTENTS Corporate Directory Letter from the Chairman Chief Executive Officer’s Report Chief Executive Officer’s Insights Directors’ Report Auditor’s Independence Declaration Statement of Profit or Loss Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report to the Members of Pengana Capital Group Limited Shareholder Information 5 6 8 14 16 28 29 31 32 33 34 35 73 74 77 ANNUAL REPORT 2019 | 3 ANNUAL REPORT 4 | PENGANA CAPITAL GROUP ANNUAL REPORTCORPORATE DIRECTORY DIRECTORS Warwick Negus Non-Executive Chairman Russel Pillemer Managing Director and Chief Executive Officer Jeremy Dunkel Non-Executive Independent Director Kevin Eley Non-Executive Independent Director David Groves Non-Executive Independent Director COMPANY SECRETARY Paula Ferrao REGISTERED OFFICE Level 12, 167 Macquarie Street Sydney NSW 2000 Tel: +61 2 8524 9900 SHARE REGISTER Computershare Investor Services Pty Limited Level 3, 60 Carrington Street Sydney NSW 2000 Tel: 1300 787 272 AUDITOR Grant Thornton Audit Pty Ltd Level 17, 383 Kent Street Sydney NSW 2000 STOCK EXCHANGE LISTING Pengana Capital Group Limited shares are listed on the Australian Securities Exchange (ASX: PCG) WEBSITE www.pengana.com CORPORATE GOVERNANCE STATEMENT The Corporate Governance Statement which is approved at the same time as the Annual Report can be found at www.pengana.com/shareholders/ pengana-capital-group/corporate-governance/ ANNUAL REPORT 2019 | 5 ANNUAL REPORT 6 | PENGANA CAPITAL GROUP 6 | PENGANA CAPITAL GROUP LETTER FROM THE CHAIRMAN Dear fellow Pengana shareholders Pengana Capital Group Limited (“PCG” or “the Company”) had an eventful year in 2019 with substantial changes implemented across the business. In my view, the Company is now particularly well positioned to generate future growth in profitability and shareholder value. Underlying profit after tax for the year was $8.7 million. This was a reduction of 30% from the previous year, as illustrated in the CEO’s report. The key reason for this reduction was reduced performance fees across our major funds. Whilst this reduction was disappointing, in hindsight it is not an unexpected outcome, when taking into account the way in which our funds invest, i.e. in lower risks stocks that have generally been out of favour over this period. I note that performance fees by their very nature are variable over short timeframes but over longer periods of time, generally revert to the mean. When taking into account non-operating items as well as one off costs (including $16.6 million from launching the Pengana Private Equity Trust), the underlying profit after tax of $8.7m translates into a statuary loss of $14.3 million. In June the Company announced that it would embark on an on- market share buy-back, with the capacity to acquire up to 10% of the Company’s issued capital over a period of 12 months. The buy-back is expected to be EPS accretive and in the best interests of all Pengana shareholders. The buyback will be funded from Pengana’s existing cash reserves and no target price has been set. The Board has decided that a dividend will not be paid for the six month period to 30 June 2019 as applying our capital to a share buy- back is in our view more beneficial for shareholders, as it will result in significant shareholder value accretion. Our decision was further supported by the lack of any available franking credits as the Company paid no tax for the period, i.e. any dividends to be paid would therefore be unfranked. The lack of any dividend for the last 6 months should not be taken as a signal for future dividends, as the Board remains committed to paying out a significant proportion of underlying profits as dividends on an ongoing basis. ANNUAL REPORTPengana’s entrepreneurial spirit means that we are always on the lookout for opportunities that deliver financial solutions that meet the financial needs of our investors and that, by extension, will increase shareholder value. The strength of our balance sheet allows us to take advantage of those opportunities when they arise. One such opportunity and a key initiative for Pengana in the 2019 financial year was the successful launch of the Pengana Private Equity (ASX: PE1) initial public offering. PE1 listed on 30 April, having raised in excess of $205 million. PE1 is an important asset for Pengana, given the opportunity it presented to partner with Grosvenor Capital Management, L.P., a leading global alternative asset manager, PE1’s growth potential and the relatively high margins it delivers. In addition to looking for new opportunities, we remain focused on expenses, and during the year we undertook a restructuring of the cost base, including the closure of an unprofitable division. The cost savings of this restructure were in part re-invested back into areas that assist in the growth of the Company, including increasing our sales and distribution capacity. The combination of shifting funds under management to higher margin products and the cost base restructure has resulted in a 21% improvement in our recurring fee revenue. The extraordinary run in bull markets has seen funds reallocated from active managers to passive ETF type strategies, which typically have lower fees. In volatile or falling markets, passive strategies generally offer no downside risk protection, and in such an environment, we expect investors to re-allocate to active strategies that seek to minimise the risk of losing capital. It is inevitable that this time will come, and when it does, Pengana is well placed to benefit. Pengana is a strong business with as broad range of growth options. We have a unique platform from which we serve more than 50,000 investors and our scale, network of advisers and proven ability to extract efficiencies provides a strong competitive advantage. I’d like to acknowledge the Pengana team who demonstrate ongoing commitment in working torealise this potential. And as always, our thanks to our shareholders for your ongoing investment and support of Pengana. Yours sincerely Warwick Negus Chairman Pengana Capital Group Limited ANNUAL REPORT 2019 | 7 ANNUAL REPORT 8 | PENGANA CAPITAL GROUP 8 | PENGANA CAPITAL GROUP CEO’S REPORT The past year has been an atypical year for Pengana Capital Group Limited (“PCG” or “the Company” or “Pengana”). On the face of it, it might appear that our business has deteriorated as we have experienced negative growth in both funds under management (“FUM”) as well as profitability. However, a closer examination shows that we have made substantial improvements to the Company and that we are now particularly well poised for future growth. The focus of our activities over the period has been twofold, i.e. firstly to invest in areas where we see the greatest opportunity for future growth and secondly to restructure our cost base to support that growth. Throughout this period, we have remained investor centric, which is the key tenant to the creation of long term value for our business. The most significant activities undertaken across the group were: • launch of the Pengana Private Equity Trust (ASX:PE1) • further development of our International Equity strategy, and • restructuring of our support engine to reduce costs and increase sales. LAUNCH OF THE PENGANA PRIVATE EQUITY TRUST The successful launch of the ASX listed Pengana Private Equity Trust provides a key stepping stone for our future growth. PE1 is the realisation of an important strategic development for Pengana, meeting all of our key criteria for undertaking new products: • large and growing demand from retail and high-net-worth investors for private equity exposure • product that delivers attractive long term returns with anticipated low levels of volatility • lack of competitor products available to address a known gap in investor portfolios • ability to leverage Pengana’s infrastructure, relationships and expertise; and • creation of a highly profitable and valuable business line for PCG shareholders. PE1 is a first in the Australian market in several aspects. It provides an opportunity for Australian retail and high-net-worth investors to invest in an asset class that is notoriously difficult to access. In addition, offering private equity in a listed form means that one of the biggest impediments for these investors is removed – the lack of liquidity. ANNUAL REPORTThe structure of the offer was also unique. Current market practice meant Pengana as the manager paid for the expenses of the capital raising, however, in addition, for every dollar raised through the offer, Pengana issued 5 cents of convertible preference shares in PCG for effectively no cost to PE1 investors, effectively guaranteeing that the net asset value of PE1 on listing would benefit from an immediate 5% uplift, incentivising potential investors to participate in the IPO and not wait for the after-market. The cost of launching PE1 was $16.6 million, including $6.3 million paid in cash and $10.3 million in PCG equity. This is a meaningful cost for the Company but it is small relative to the potential earnings that will be earned by Pengana over many years from: • Base management fees estimated at 0.85-0.95% per annum; and • Performance fees (not likely before year 2) of 20% of excess returns over 8.0%., paid half yearly. The permanent capital nature of PE1 eliminates the requirement for the investment manager to liquidate positions to meet redemptions, making the vehicle perfectly suited to hold illiquid assets. Pengana will retain the Management Agreement for this income stream for a minimum of 10 years. Importantly, PE1 has a large capacity with potential to capitalise on the strong and growing demand from investors for exposure into private equity, particularly relevant in the current environment of low interest rates and highly volatile equity markets. We are extremely happy with the investment we made in the development and launch of this product. We look forward to growing it to meet investor demand. FURTHER DEVELOPMENT OF THE PENGANA INTERNATIONAL EQUITY RANGE OF FUNDS On 1 July 2019, the Pengana International Equity team celebrated its fourth anniversary. Headed by Jordan Cvetanovski and Steven Glass, the various funds managed by the team are attracting increased support from key gate keepers, ratings agencies and research teams of independent financial planning groups, with increased presence in platforms and approved product lists. A largely untapped capacity means International Equities represents another key growth avenue for Pengana over the coming years. On the face of it, the long term performance of the Pengana International Equities Fund since inception does not look particularly impressive, having only matched the marketi since inception with a return of 9.7%ii. However, detailed analysis evidences that performance has been highly compelling, as the fund has generated its returns with a vast underweighting to large US technology stocks, which have been the predominant drivers of the growth in equity markets. As many investors are now wary of the high prices of large US technology stocks and the possibility of substantial volatility and falls, they are seeking strategies managed by teams who have the ability to generate strong returns across multiple sectors and geographies and under multiple conditions. Over the past four years, the Pengana International Equity team have proven their ability to do exactly this, which is a rare feat in the industry. It is for this reason that our funds are particularly well placed to raise significant inflows over the coming years. ANNUAL REPORT 2019 | 9 ANNUAL REPORT CEO’S REPORT (CONTINUED) The table below shows the performance of the Pengana International Equity Fund in each of the main regions and sectors since inception, illustrating the team’s excellent stock-picking skills and ability to generate strong returns across the markets. PENGANA INTERNATIONAL FUND PERFORMANCE SINCE INCEPTION TO 30 JUNE 2019iii, iv Region Europe ex UK US Sector Consumer Staples Materials IT Financials Market Cap USD 5bn–10bn >100bn USD Source: Pengana and Bloomberg Portfolio average weight Indexiv average weight Portfolio returnv Index returnv, vi 28.50% 14.90% 12.00% 5.40% 43.40% 56.80% 12.50% 11.10% 14.60% 12.40% 8.90% 12.50% 8.20% 5.00% 11.80% 7.40% 11.90% 13.50% 17.70% 17.16% 10.10% 18.00% 19.90% 6.00% 13.70% 8.50% 11.80% -0.40% 22.10% 33.40% 10.90% 14.70% BUSINESS RESTRUCTURING TO REDUCE COSTS AND INCREASE SALES During the year, we undertook a restructuring of the business. We reduced our cost base substantially by closing unprofitable components, including the closure of our loss-making Singapore operations. This had a negative impact on our funds under management in the short term, however these strategies were unprofitable with limited growth prospects. We have re-invested these cost savings in areas where we see the greatest opportunities to increase long term shareholder value, by increasing our sales and distribution capabilities in order to raise additional inflows across our funds. 10 | PENGANA CAPITAL GROUP 10 | PENGANA CAPITAL GROUP ANNUAL REPORT DEVELOPMENTS IN THE FUNDS MANAGEMENT INDUSTRY The Hayne Royal commission shone a spotlight on the Australian financial services sector, resulting in significant and wide ranging impacts. Whilst pure-play fund managers were essentially excluded from the debate, the industry has been indirectly impacted via large scale changes occurring in the financial advice industry. As an independent fund manager whose predominant source of funds under management is derived from financial advisors, we have felt this impact. Nevertheless, we are firmly of the view that independent, non-conflicted market participants will be the big winners from these industry changes that will inevitably result in the breakup of large vertically integrated groups. The performance of equity markets has also posed challenges to active fund managers. The decade long unbroken bull market has exacerbated the flight to passive, low cost index-type investment products, making fund raising difficult for active managers. However, in my view, the bull market is unlikely to continue for very much longer and when the market does turn, there is likely to be a reversal of these flows back to the best of the active managers. I outlined the opportunities for true active managers like Pengana in more volatile times in a recent article written for the Australian Financial Review, which is re-printed in full in the next section of this Annual Report. FUNDS UNDER MANAGEMENT FUM reduced from $3.5 to $3.3 billion for the year. This was caused mainly by unusually large fund distributions to investors of $269m. This was a result of unusually large realisations of capital gains in our bigger funds. Overall PCG experienced a net fund outflow for the 12 month period of $50 million. Increases in FUM from investment performance was substantially lower than the average of previous years at only $71 million. We consider the reduction in assets to be a temporary phenomenon and anticipate returning to positive growth in the near future, driven by our range of international equities funds as well as PE1. 6% 1% 1% 7% 26% Australian multi-caps Hedge funds Australian small-caps Other Global multi-caps Private equity Global small-caps 24% 35% ANNUAL REPORT 2019 | 11 ANNUAL REPORT CEO’S REPORT (CONTINUED) FINANCIAL RESULTS Pengana generated an underlying net profit after tax of $8.7 million which represents 8.40 cents per share. Pengana Capital Group Operating EBITDAiii Management fee revenue Performance fee revenue Net fund direct expenses Operating expenses Team profit share Operating EBITDA Interest and investment income distributions Interest on loan funded share plan Underlying profit before tax Income tax expense Underlying profit after tax June 2019 ($’000) June 2018 ($’000) 37,554 4,909 (3,241) (17,229) (13,891) 8,102 641 2,233 10,976 (2,282) 8,694 38,450 11,580 (2,830) (16,610) (18,750) 11,840 1,531 2,110 15,481 (3,081) 12,400 Gross management fee revenue of $37.6 million was marginally below the $38.5 million derived in prior comparable period (the year ended 30 June 2018) while gross performance fee revenue at $4.9 million was 58% below the $11.6 million derived in prior comparable period. Fees of $13.9 million were shared with our fund management partners. It is important to note that performance fees will fluctuate, especially over relatively short periods of time. However, over the long term, we expect a reversion to the mean. The strong bull market has favoured momentum investors, with well-diversified active managers struggling to outperform indices that have run hard and fast, often driven by one single sector. During the year we restructured our cost base significantly. Operating expenses at $17.2 million were 4% above the $16.6 million posted in the prior comparable period. This relatively small net increase was comprised of a reduction in our cost base from the closure of unprofitable components, including loss-making Singapore operations, offset by an increase in expenses to fund improved sales and distribution capabilities. The combination of the restructure of our cost base with increased funds under management from products with a higher fee margin has seen our share of recurring fee revenue increase by 20.7% in the 2019 financial year: Recurring fee profit Management fee revenue Net fund direct expenses Operating expenses Management fee profit share Recurring fee profit Key ratios June 2019 $m June 2018 $m Variance $m Variance % 38.19 (3.38) (15.77) (11.59) 38.85 (3.28) (16.12) (13.28) 7.45 6.17 (0.66) (0.10) 0.35 1.69 1.28 (1.7) 3.0 (2.2) (12.7) 20.7 Total expenses / management fee revenue Management fee profit share / management fee revenue Profit margin 50% 30% 19% 50% 34% 16% 12 | PENGANA CAPITAL GROUP ANNUAL REPORT As the business grows, our aim is to not only increase top line revenue, but also to ensure that more of it falls directly to bottom line profit. We aim to achieve this by leveraging the current scalable infrastructure and by focusing on growth from more profitable products such as PE1. ANNOUNCEMENT OF SHARE BUY-BACK The Company’s shares are very thinly traded and in response to the weaker share price in recent months the Board announced its intention to buy back up to 10% of the Company’s issued capital over a period of 12 months. The buy-back is expected to be EPS accretive and in the best interests of all Pengana shareholders. The buyback will be funded from Pengana’s existing cash reserves and no target price has been set. OUTLOOK Our business remains well positioned due to the breath of strategies with excellent long term track records as well as the strength of our brand and distribution capabilities. Pengana has built a strong and strategic framework for long term value creation, and growth in the coming year will be driven by focusing our sales and distribution capabilities on the areas that have the biggest growth capacity. In closing I would like to thank our investors for entrusting us to manage their wealth. I am confident that over the next year we will continue to deliver superior investment outcomes for our investors and, by extension, create value for our shareholders. As always, I thank you for your continued support and look forward to meeting you at our Annual General Meeting. Russel Pillemer Chief Executive Officer Pengana Capital Group Limited i. MSCI All Country World Total Return Index in AUD, with an annualised performance of 10.1% in the period from 1 July 2015 to 30 June 2019. ii. Annualised performance of the Pengana International Fund since inception (1 July 2015) to 30 June 2019, after all fees and expenses and assume reinvestment of distributions. Past performance is not a reliable indicator of future performance, the value of investments can go up and down. iii. Net performance figures are shown after all fees and expenses, and assume reinvestment of distributions. Past performance is not a reliable indicator of future performance, the value of investments can go up and down. iv. Inception 1st July 2015. v. MSCI ACWI refers to MSCI All Country World Total Return Index in AUD. vi. Annualised total return in local currency. vii. Source: Pengana Management Accounts. ANNUAL REPORT 2019 | 13 ANNUAL REPORT 14 | PENGANA CAPITAL GROUP 14 | PENGANA CAPITAL GROUP CEO’S INSIGHTS A GOLDEN ERA FOR ACTIVE FUND MANAGERS IS COMING Russel Pillemer, Australian Financial Review – 21 July 2019 The constant barrage of reports about the demise of the active fund manager is relentless. The average investor might conclude the age of active is over and it’s time to switch to low cost index-type solutions. However, more informed investors understand nothing could be further from the truth. The coming years are likely to be a golden era for active managers. It is highly improbable the next decade will be a repeat of the last decade’s smooth sailing. Over the past 10 years, markets have experienced an incredible run with indices soaring. Momentum has been a key driver, and in times like these, fundamentals hardly matter, leading active managers to struggle to outperform. There were many active managers who were, in reality, closet index managers. As the cost of index funds has decreased significantly, many of these managers have lost clients and been forced to close – and rightfully so. Meanwhile, there has been a proliferation of active, with many raising too much money. It’s a well understood phenomena that if a fund manager manages too much money (relative to the size of their market) they will be unable to perform well. Asset gatherers are insufficiently incentivised to outperform. Many of the large Australian institutional investors withdrew from active managers and moved to index funds. Either they consider low fees to be their primary objective (with returns being a distant second), or alternatively they have defined risk as the divergence of returns from the index, rather than the risk of losing capital. This reasoning makes sense in a bull market, where index products have outperformed high-cost active strategies. However, it is patently obvious this is nonsensical in a sideways or downwards market. It is not a stretch to imagine the next 10 years will be a golden age for Australian active managers. Due to the large number of closures and losses of mandates, there is far less competition for fundamental trades. This is particularly significant for small and mid-cap companies, which includes almost all of the Australian market. And passive index-style strategies are ideal counterparties for active managers who can identify mis-pricing opportunities that index strategies create by virtue of their “dumb” trading rules. ANNUAL REPORTSurvive and thrive The index trade is overcrowded. We know this as so many investors have capitulated and moved to index-type solutions. But history teaches us that overcrowded trades will inevitably unwind. Finally, active managers tend to thrive in volatile markets – and while it would be foolish to attempt to predict the direction of the markets over the next decade, it is reasonable to assume that volatility will be higher. Investors need to identify active managers that are well-positioned to survive and thrive. Look for highly skilled teams or individuals with substantial experience and proven track records. Ensure they have stuck to their guns and not surrendered their investment style to pressures emanating from the extended bull market. A credible manager will construct their strategies with an interest in downside protection and limit the amount of money they are willing to accept. I would add that such a manager defines risk as in “the risk of losing money” not “the risk of divergence from the market return”. Good fund managers should be backed by appropriately resourced businesses so they are not faced with existential risks or operational complexity. Critically, they should not be hostage to large institutional investors who pose undue concentration risks. While the investing masses are piling into low-cost index-type solutions, the smart money is seeking alternative managers with the above attributes. These intelligent investors are predicting a very different decade ahead and focused on securing allocations in expert managers. Investors who are doing this are likely to be handsomely rewarded over the coming years. Investors who are opting for low-cost solutions will inevitably realise the cheap lunch is likely to cost them dearly. Russel Pillemer is the chief executive of Pengana Capital Group. The use of this work has been licensed by Copyright Agency except as permitted by the Copyright Act, you must not re-use this work without the permission of the copyright owner or Copyright Agency ANNUAL REPORT 2019 | 15 DIRECTORS’ REPORT 30 JUNE 2019 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘group’) consisting of Pengana Capital Group Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2019. DIRECTORS The following persons were directors of Pengana Capital Group Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Warwick Negus Non-Executive Chairman Russel Pillemer Managing Director and Chief Executive Officer Jeremy Dunkel Non-Executive Independent Director Kevin Eley Non-Executive Independent Director David Groves Non-Executive Independent Director PRINCIPAL ACTIVITIES The principal activity of the group is funds management with the objective of offering investment funds to high net worth and retail investors in Australia and New Zealand. DIVIDENDS Dividends paid during the financial year were as follows: On 28 August 2018, fully franked final dividend of 6.5 cents per ordinary share was declared for the year ended 30 June 2018 to be paid on 28 September 2018 to shareholders registered on 14 September 2018. (2018: 4.5 cents per ordinary share) On 22 February 2019, an unfranked interim dividend of 4.0 cents per ordinary share was declared for the year ended 30 June 2019 and paid on 15 March 2019 to the shareholders registered on 1 March 2019 (2018: 6.5 cents per ordinary share) Consolidated 2019 $’000 2018 $’000 5,188 3,538 3,193 5,111 8,381 8,649 REVIEW OF OPERATIONS The loss for the group after providing for income tax and non-controlling interest amounted to $14,295,000 (30 June 2018: profit of $6,980,000). Please refer to the Chief Executive Officer’s Report for further information on the current year results and future outlook. 16 | PENGANA CAPITAL GROUP ANNUAL REPORTSIGNIFICANT CHANGES IN THE STATE OF AFFAIRS On 21 August 2018, the group acquired 100% of the shares in PT Private Capital Pty Ltd for the consideration of $3,303,000. Refer to note 32 of the financial statements for further details. On 4 December 2018 the group closed the Pengana Absolute Return Asia Pacific Fund. On 24 April 2019 the company’s latest product offering, Pengana Private Equity Trust, (ASX: PE1) was admitted to the Official List of ASX Limited. Refer to note 6 for further information. There were no other significant changes in the state of affairs of the group during the financial year. MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR No matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the group’s operations, the results of those operations, or the group’s state of affairs in future financial years. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Refer to the Chief Executive Officer’s Report for information on likely developments and further outlook. ENVIRONMENTAL REGULATION The group is not subject to any significant environmental regulation under Australian Commonwealth or State law. INFORMATION ON DIRECTORS Name: Title: Experience and expertise: Other current directorships: Warwick Negus Non-Executive Chairman Warwick has more than 30 years’ experience in the finance industry across Asia, Europe and Australia. His previous executive roles include the Chief Executive Officer (‘CEO’) of Colonial First State Global Asset Management, co-founder and CEO of 452 Capital, and a Managing Director of Goldman Sachs in Australia, London and Singapore. He was also a Vice President of Bankers Trust Australia. Bank of Queensland Limited (ASX: BOQ); URB Investments Limited (ASX: URB); Virgin Australia Holdings Limited (ASX: VAH) and Washington H. Soul Pattinson and Company Limited (ASX: SOL) Former directorships (last 3 years): None. Special responsibilities: Member of the Audit and Risk Committee. Interests in shares: 3,440,000 ordinary shares. ANNUAL REPORT 2019 | 17 DIRECTORS’ REPORT – 30 JUNE 2019 (CONTINUED) Name: Title: Experience and expertise: Russel Pillemer Managing Director and Chief Executive Officer Russel co-founded Pengana in 2003 together with the Hon. Malcolm Turnbull. He has been Pengana’s CEO since inception. Prior to founding Pengana, Russel worked in the Investment Banking Division of Goldman Sachs in New York where he specialised in providing advice to funds management businesses. Before moving to New York, he was responsible for leading Goldman Sachs’ Australian Financial Institutions Group. He was previously Chairman of Centric Wealth Group and a Principal of Turnbull Pillemer Capital. Other current directorships: Pengana International Equities Limited (ASX: PIA) Former directorships (last 3 years): None. Special responsibilities: None. Interests in shares: 10,350,081 ordinary shares and 15,872,528 ordinary shares (treasury shares held under the loan share plan). Name: Title: Experience and expertise: Jeremy Dunkel Non-Executive Independent Director Jeremy is a director of Taurus Capital, a family office investment consultancy specialising in philanthropy. His accounting and finance experience includes working for Chemical Bank, Chase Manhattan and Price Waterhouse. He is a director of Education Heritage Foundation, and the Moriah College Foundation, as well as being the Chair of Y2i. Other current directorships: None. Former directorships (last 3 years): None. Special responsibilities: Chairman of the Nomination and Remuneration Committee and member of the Audit and Risk Committee. Interests in shares: 1,803,150 ordinary shares. 18 | PENGANA CAPITAL GROUP ANNUAL REPORTName: Title: Experience and expertise: Kevin Eley Non-Executive Independent Director Kevin has over 30 years’ experience in management and investment in a broad range of industries including, manufacturing, mining, retail, finance and investment. He has worked for a major international accounting firm, two investment banks and was CEO of HGL Limited. Other current directorships: Milton Corporation Limited (ASX: MLT); EQT Holdings Ltd (ASX: EQT) and HGL Limited (ASX: HNG). Former directorships (last 3 years): Po Valley Energy Limited (ASX: PVE). Special responsibilities: Member of the Nomination and Remuneration Committee. Interests in shares: 250,000 ordinary shares. Name: Title: Experience and expertise: David Groves Non-Executive Independent Director David has over 25 years’ experience as a company director. He is Chairman of Tasman Sea Salt Pty Ltd and is a non-executive director of Pengana International Equities Limited, Redcape Hotel Group Management Ltd as responsible entity of the Redcape Hotel Group and of Pipers Brook Vineyard Pty Ltd. He is a former director of EQT Holdings Ltd, Tassal Group Ltd and GrainCorp Ltd and a former executive with Macquarie Bank Limited and its antecedent, Hill Samuel Australia. David is a member of the Council of Wollongong University. He is a member of the Institute of Chartered Accounts Australia and New Zealand and a fellow of the Australian Institute of Company Directors. Other current directorships: Pengana International Equities Limited (ASX: PIA) and Redcape Hotel Group (ASX: RDC). Former directorships (last 3 years): Pyrolyx AG (ASX: PLX). Special responsibilities: Chairman of the Audit and Risk Committee and member of the Nomination and Remuneration Committee Interests in shares: 531,669 ordinary shares. ‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. ‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. ANNUAL REPORT 2019 | 19 DIRECTORS’ REPORT – 30 JUNE 2019 (CONTINUED) COMPANY SECRETARY Ms Paula Ferrao has held the role of Company Secretary since 4 January 2017. Paula is an executive of the group and was previously interim CEO of Hunter Hall International Limited, having previously held the position of Chief Financial Officer since 2010. Paula has 20 years’ experience in the funds management industry with strong expertise in financial reporting and tax for corporate entities, listed investment companies, managed investment schemes and public offer superannuation funds and in all aspects of funds operations. MEETINGS OF DIRECTORS The number of meetings of the company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 30 June 2019, and the number of meetings attended by each director were: Full Board Nomination and Remuneration Committee Audit and Risk Committee Attended Held Attended Held Attended Held 9 9 9 9 8 9 9 9 9 9 – – 1 1 1 – – 1 1 1 Warwick Negus Russel Pillemer Jeremy Dunkel Kevin Eley David Groves Warwick Negus Russel Pillemer Jeremy Dunkel Kevin Eley David Groves 3 – 4 – 4 4 – 4 – 4 Board Sub-committee Held Attended 1 1 1 1 1 1 1 1 1 1 Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. REMUNERATION REPORT (AUDITED) The remuneration report details the key management personnel (‘KMP’) remuneration arrangements for the group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. 20 | PENGANA CAPITAL GROUP ANNUAL REPORT Principles used to determine the nature and amount of remuneration The objective of the group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors (‘the Board’) ensures that executive reward satisfies the following key criteria for good reward governance practices: • competitiveness and reasonableness; • acceptability to shareholders; • performance linkage/alignment of executive compensation; and • transparency. The Nomination and Remuneration Committee (‘NRC’) is responsible for determining and reviewing remuneration arrangements for its directors and executives. The performance of the group depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel. In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. Non-Executive Directors’ remuneration Non-Executive Directors each have a letter of appointment with the company. Fees and payments to Non- Executive Directors reflect the demands and responsibilities of their role. Non-Executive Directors’ fees and payments are reviewed annually by the NRC. The NRC may, from time to time, receive advice from independent remuneration consultants to ensure Non-Executive Directors’ fees and payments are appropriate and in line with the market. The Chairman’s fees are determined independently to the fees of other Non-Executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to the determination of his own remuneration. Non-Executive Directors do not receive share options or other incentives. ASX listing rules require the aggregate non-executive directors’ remuneration be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on 28 November 2017, where the shareholders approved a maximum annual aggregate remuneration of $750,000. Executive remuneration The group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components. The executive remuneration and reward framework has the following components: • fixed remuneration, including superannuation and long service leave; • share-based payments; and • discretionary cash bonus. The combination of these comprises the executive’s total remuneration. Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, will be reviewed annually by the NRC based on individual and business unit performance, the overall performance of the group and comparable market remuneration. Executives may receive their fixed remuneration in the form of cash or other fringe benefits where it does not create any additional costs to the group and provides additional value to the executive. Short Term Incentives (‘STI’) are payable to KMP and other executives at the discretion of the Board and are not directly linked to the group profitability, however the profitability of the group is taken into consideration when determining bonuses. No STI was paid to KMP and other executives for the year ended 30 June 2019. ANNUAL REPORT 2019 | 21 DIRECTORS’ REPORT – 30 JUNE 2019 (CONTINUED) REMUNERATION REPORT (AUDITED) (CONTINUED) Long-Term incentives (‘LTI’) The long-term incentives (‘LTI’) include long service leave and share-based payments. The group operates a Loan Share Plan (‘LSP’) which is outlined below in the section ‘Share-based compensation’. A condition of the merger in the year ended 30 June 2017 was a voluntary escrow of equity owned by KMP and other executives. The escrow periods range from one to six years. Use of remuneration consultants During the financial year ended 30 June 2019, the group did not engage any remuneration consultants. Voting and comments made at the Company’s 2018 Annual General Meeting (‘AGM’) At the 2018 AGM, shareholders voted to approve the adoption of the remuneration report for the year ended 30 June 2018. The company did not receive any specific feedback at the AGM regarding its remuneration practices. Details of remuneration Amounts of remuneration Details of the remuneration of KMP of the group are set out in this section. The KMP of the group consisted of the Directors of Pengana Capital Group Limited and the following person: • Katrina Glendinning – Chief Financial Officer Short-term benefits Post- employment benefits Long- term benefits Share- based payments Cash salary and fees $ Cash bonus $ Non- monetary $ Super- annuation $ Long service leave $ Equity- settled $ Total $ – – – – – – – – – – – 12,146 7,808 6,940 8,675 – – – – – – – – 140,000 90,000 80,000 100,000 72,017 20,531 11,783 – 627,267 – 20,531 6,970 22,891 404,860 72,017 76,631 18,753 22,891 1,442,127 2019 Non-Executive Directors: Warwick Negus Jeremy Dunkel Kevin Eley David Groves 127,854 82,192 73,060 91,325 Executive Directors: Russel Pillemer 522,936 Other KMP: Katrina Glendinning 354,468 1,251,835 22 | PENGANA CAPITAL GROUP ANNUAL REPORTShort-term benefits Post- employment benefits Long- term benefits Share- based payments Cash salary and fees $ Cash bonus $ Non- monetary $ Super- annuation $ Long service leave $ Equity- settled $ Total $ 2018 Non-Executive Directors: Warwick Negus Robert Barry* Jeremy Dunkel Kevin Eley David Groves 127,854 24,353 82,192 73,060 91,325 Executive Directors: Russel Pillemer 583,530 Other KMP: Katrina Glendinning 344,124 1,326,438 * KMP of the group until 31 October 2017 – – – – – – – – – – – – – – – – 12,146 2,314 7,808 6,940 8,675 – – – – – – – – – – 140,000 26,667 90,000 80,000 100,000 20,049 25,560 – 629,139 20,049 12,013 22,891 399,077 77,981 37,573 22,891 1,464,883 Non-Executive Directors’ remuneration is 100% fixed. The share-based payment incentive relates to the LSP. Name Executive Directors: Russel Pillemer Other KMP: Katrina Glendinning Fixed remuneration LTI 2019 % 2018 % 2019 % 2018 % 100 100 94 94 – 6 – 6 ANNUAL REPORT 2019 | 23 DIRECTORS’ REPORT – 30 JUNE 2019 (CONTINUED) SERVICE AGREEMENTS Remuneration and other terms of employment for group executives are formalised in employment agreements. Details of the employment agreements with KMP are as follows: Name: Title: Russel Pillemer Managing Director and Chief Executive Officer Term of agreement: Ongoing - no fixed minimum term Details: Name: Title: A total fixed salary of $615,077 per annum, which includes statutory superannuation contributions and any salary sacrifice arrangements. Russel participates in the loan share plan (LSP). Either party may terminate the employment agreement by providing six months’ notice. Katrina Glendinning Chief Financial Officer Term of agreement: Ongoing – no fixed minimum term Details: A total fixed salary of $375,471 per annum, which includes statutory superannuation contributions and any salary sacrifice arrangements. Katrina participates in the loan share plan (LSP). Either party may terminate the employment agreement by providing six months’ notice. KMP have no entitlement to termination payments in the event of removal for misconduct. SHARE-BASED COMPENSATION Issue of shares under the Loan Share Plan (‘LSP’) The group operates a LSP whereby limited recourse loans were provided to employees and fund managers to acquire shares in the company. As the share acquisitions were funded by limited recourse loans, for accounting purposes the arrangement is treated as equity-settled share-based payments. The shares issued under the LSP (referred to as ‘treasury shares’) are fair valued on the date they are granted and amortised as an expense in profit or loss over the vesting period. The impact of this accounting treatment is a reduction in net assets equivalent to the value of loans outstanding under the LSP. As at 30 June 2019 loans outstanding under the LSP and not recorded as a receivable on the statement of financial position totalled $29,395,315 (2018: $27,527,613). Treasury shares have a service vesting period of 5 years, except those granted to Russel Pillemer all of which vested on the date they were granted. As at 30 June 2019 outstanding loans to Russel Pillemer and Katrina Glendinning respectively are $18,533,517 (2018: $18,883,945) and $529,215 (2018: $523,606). The terms and conditions of each grant of shares under the LSP affecting remuneration of directors and other KMP in this financial year or future reporting years are as follows: Grant date Name Number of loan shares Expiry date Exercise price Fair value per loan shares at grant date 03/03/2017 Katrina Glendinning 422,899 01/03/2024 $1.49 $0.271 There were no other options over ordinary shares granted to or vested in directors and other KMP as part of compensation during the year ended 30 June 2019 and 30 June 2018. 24 | PENGANA CAPITAL GROUP ANNUAL REPORTADDITIONAL DISCLOSURES RELATING TO KMP Shareholding The number of shares in the company, excluding shares under the LSP, held during the financial year by each director and other members of KMP of the group, including their related parties, is set out below: Balance at the start of the year Received as part of remuneration Additions Disposal/other Ordinary shares: Warwick Negus Jeremy Dunkel Kevin Eley David Groves Russel Pillemer Katrina Glendinning 3,425,000 1,803,150 200,000 393,667 10,350,081 2,186,620 18,358,518 – – – – – – – 15,000 – 50,000 138,002 – – (27,090) 2,159,530 203,002 (27,090) 18,534,430 Balance at the end of the year 3,440,000 1,803,150 250,000 531,669 10,350,081 – – – – – Shares under the Loan Share Plan The number of shares under the LSP in the company held during the financial year by each director and other members of KMP of the group, including their related parties, is set out below: Shares under the Loan Share Plan: Russel Pillemer Katrina Glendinning Balance at the start of the year 15,872,528 422,899 16,295,427 Granted Exercised Expired/ forfeited/ other Balance at the end of the year – – – – – – – – – 15,872,528 422,899 16,295,427 This concludes the remuneration report, which has been audited. ANNUAL REPORT 2019 | 25 DIRECTORS’ REPORT – 30 JUNE 2019 (CONTINUED) SHARES UNDER THE LOAN SHARE PLAN AND SHARES UNDER OPTIONS Shares under the LSP in Pengana Capital Group Limited and reported as treasury shares at the date of this report are as follows: Grant date 01/03/2017 01/03/2017 03/03/2017 03/10/2018 Expiry date 28/02/2024 28/02/2024 01/03/2024 01/10/2025 Exercise price Number of loan shares $1.49 $1.20 $1.49 $4.33 5,149,796 10,722,732 6,981,194 604,998 23,458,720 The value of loans issued under the LSP total $29,220,000 (2018: $27,220,000) and the related treasury shares are reported as a reduction in issued capital, due to the operability of the LSP being accounted for as a share- based payments arrangement, similar in nature to the issue of options. There were no unissued ordinary shares of Pengana Capital Group Limited under option outstanding at the date of this report. SHARES ISSUED ON THE EXERCISE OF OPTIONS There were no ordinary shares of Pengana Capital Group Limited issued on the exercise of options during the year ended 30 June 2019 and up to the date of this report. INDEMNITY AND INSURANCE OF OFFICERS The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where the indemnity is not permitted by law. During the financial year the group paid premiums in respect of contracts to insure the directors and executives of the company and group. The contract of insurance prohibits disclosure of the nature of the risks insured and the amount of the premium. INDEMNITY AND INSURANCE OF AUDITOR The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor. During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings. 26 | PENGANA CAPITAL GROUP ANNUAL REPORTNON-AUDIT SERVICES There were no non-audit services provided during the financial year by the auditor. OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF GRANT THORNTON AUDIT PTY LTD There are no officers of the company who are former partners of Grant Thornton Audit Pty Ltd. ROUNDING OF AMOUNTS The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. AUDITOR’S INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report. AUDITOR Grant Thornton Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the Directors, Russel Pillemer Chief Executive Officer 26 August 2019 Sydney ANNUAL REPORT 2019 | 27 AUDITOR’S INDEPENDENCE DECLARATION Level 17, 383 Kent Street Sydney NSW 2000 Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230 T +61 2 8297 2400 F +61 2 9299 4445 E info.nsw@au.gt.com W www.grantthornton.com.au Auditor’s Independence Declaration To the Directors of Pengana Capital Group Limited In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Pengana Capital Group Limited for the year ended 30 June 2019, I declare that, to the best of my knowledge and belief, there have been: a b no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. Grant Thornton Audit Pty Ltd Chartered Accountants M A Adam-Smith Partner – Audit & Assurance Sydney, 26 August 2019 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. 28 | PENGANA CAPITAL GROUP ANNUAL REPORT STATEMENT OF PROFIT OR LOSS For the year ended 30 June: Revenue Management fees Performance fees Other fee revenue Total revenue Share of profits/(losses) of associates accounted for using the equity method Interest revenue calculated using the effective interest method Other income and gains Total revenue and income Expenses Human resources expenses Fund manager profit share expense Fund operating expenses Distribution expenses Impairment of financial assets Occupancy expenses Net change in assets attributable to unitholders Cost of establishing Pengana Private Equity Trust Non-cash issue of alignment shares to Pengana Private Equity Trust Technology and communications expenses Marketing and investment research expenses Insurance expenses Professional, registry and listing related expenses Acquisition and restructuring costs Depreciation and amortisation expenses Other operating expenses Finance costs Total expenses Profit/(loss) before income tax expense Income tax expense Note Consolidated 2019 $’000 2018 $’000 37,735 4,952 859 39,621 11,696 – 43,546 51,317 (239) 147 837 311 182 2,383 44,291 54,193 (14,048) (13,891) (4,001) – (299) (980) – (6,299) (10,260) (781) (1,430) (548) (678) (168) (2,652) (275) (53) (12,343) (18,634) (3,761) (195) – (1,021) (281) – – (972) (1,397) (502) (968) (633) (2,559) (756) – (56,363) (44,022) (12,072) 10,171 (2,213) (3,081) 4 5 6 6 6 6 7 Profit/(loss) after income tax expense for the year (14,285) 7,090 The above statement of profit or loss should be read in conjunction with the accompanying notes. ANNUAL REPORT 2019 | 29 STATEMENT OF PROFIT OR LOSS (CONTINUED) For the year ended 30 June: Profit/(loss) for the year is attributable to: Non-controlling interest Owners of Pengana Capital Group Limited Basic earnings per share Diluted earnings per share Consolidated 2019 $’000 10 (14,295) (14,285) Cents (17.75) (17.75) 2018 $’000 110 6,980 7,090 Cents 8.88 7.73 Note 38 38 The above statement of profit or loss should be read in conjunction with the accompanying notes. 30 | PENGANA CAPITAL GROUP ANNUAL REPORTSTATEMENT OF OTHER COMPREHENSIVE INCOME For the year ended 30 June: Consolidated 2019 $’000 2018 $’000 Profit/(loss) after income tax expense for the year (14,285) 7,090 Other comprehensive income Items that will not be reclassified subsequently to profit or loss Loss on the revaluation of equity instruments at fair value through other comprehensive income, net of tax Items that may be reclassified subsequently to profit or loss Gain on the revaluation of available-for-sale financial assets, net of tax Other comprehensive income for the year, net of tax (570) – (570) – 168 168 Total comprehensive income for the year (14,855) 7,258 Total comprehensive income for the year is attributable to: Non-controlling interest Owners of Pengana Capital Group Limited 10 (14,865) (14,855) 110 7,148 7,258 The above statement of other comprehensive income should be read in conjunction with the accompanying notes. ANNUAL REPORT 2019 | 31 STATEMENT OF FINANCIAL POSITION As at 30 June: Assets Current Assets Cash and cash equivalents Trade and other receivables Contract assets Income tax refund due Other current assets Total current assets Non-current assets Other receivables Investments accounted using the equity method Equity investment in financial assets at fair value through other comprehensive income Investments in available-for-sale financial assets Property, plant and equipment Intangibles Prepayments Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Bank loan Income tax liability Employee benefits Total current liabilities Non-current liabilities Deferred tax Employee benefits Other Bank loan Total non-current liabilities Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Equity attributable to the owners of Pengana Capital Group Limited Non-controlling interest Note Consolidated 2019 $’000 2018 $’000 8 9 10 7 11 12 13 14 15 16 17 18 7 19 7 20 21 22 14,446 442 4,747 – 1,072 16,070 5,206 – 759 782 20,707 22,817 1,349 4,275 8,988 – 263 65,455 153 80,483 1,732 7,481 – 9,637 315 64,541 197 83,903 101,190 106,720 7,657 1,250 1,182 992 11,081 9,889 – – 943 10,832 5,766 6,077 93 57 3,750 9,666 20,747 80,443 101,477 29,263 (50,340) 80,400 43 78 5 – 6,160 16,992 89,728 87,914 29,445 (27,664) 89,695 33 Total equity 80,443 89,728 The above statement of financial position should be read in conjunction with the accompanying notes. 32 | PENGANA CAPITAL GROUP ANNUAL REPORTSTATEMENT OF CHANGES IN EQUITY Consolidated Balance at 1 July 2017 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 21) Share-based payments (note 37) Dividends paid (note 23) – – – 753 – – Contributed equity $’000 Reserves $’000 Accumulated losses $’000 87,161 28,899 (25,995) – 6,980 – Non- controlling interest $’000 52 110 – Total equity $’000 90,117 7,090 168 168 168 – 378 – 6,980 110 7,258 – – – – 753 378 (8,649) (129) (8,778) Balance at 30 June 2018 87,914 29,445 (27,664) 33 89,728 Consolidated Balance at 1 July 2018 Profit/(loss) after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Contributed equity $’000 Reserves $’000 Accumulated losses $’000 87,914 29,445 (27,664) – – – – (14,295) (570) – (570) (14,295) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 21) Share-based payments (note 37) Dividends on treasury shares Dividends paid (note 23) 13,563 – – – – 446 (58) – – – – (8,381) Non- controlling interest $’000 33 10 – 10 – – – – Total equity $’000 89,728 (14,285) (570) (14,855) 13,563 446 (58) (8,381) Balance at 30 June 2019 101,477 29,263 (50,340) 43 80,443 The above statement of changes in equity should be read in conjunction with the accompanying notes. ANNUAL REPORT 2019 | 33 STATEMENT OF CASH FLOWS For the year ended: Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers, customers and employees (inclusive of GST) Dividends received Interest received Other revenue Proceeds from the sale of financial instruments held at fair value Purchase of financial instruments held at fair value through profit or loss Income taxes paid Net cash from/(used in) operating activities Cash flows from investing activities Cash acquired on acquisition of subsidiaries Payments for property, plant and equipment Proceeds from disposal of interests in subsidiaries Proceeds from disposal of investments in associates Proceeds from security deposits 36 32 Consolidated 2019 $’000 2018 $’000 Note 47,901 (49,711) 55,197 (49,078) (1,810) 6,119 478 104 283 – – (272) 225 186 939 21,363 (16,790) (4,327) (1,217) 7,715 65 (98) – 2,967 40 – (85) 7,732 – 2 Net cash from investing activities 2,974 7,649 Cash flows from financing activities Payments to unitholders Proceeds from loan repayments Proceeds from borrowings Dividends paid to company shareholders, net of treasury shares Dividends paid to non-controlling interests and unitholders Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents – – 5,000 (8,381) – (11,080) 246 – (8,542) (129) (3,381) (19,505) (1,624) 16,070 – (4,141) 20,167 44 Cash and cash equivalents at the end of the financial year 8 14,446 16,070 The above statement of cash flows should be read in conjunction with the accompanying notes. 34 | PENGANA CAPITAL GROUP ANNUAL REPORT NOTES TO THE FINANCIAL STATEMENTS NOTE 1. SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. NEW OR AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED The group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The following Accounting Standards and Interpretations adopted during the year are most relevant to the group: AASB 9 Financial Instruments The group has adopted AASB 9 from 1 July 2018. The standard introduced new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates and that are solely principal and interest. A debt investment shall be measured at fair value through other comprehensive income if it is held within a business model whose objective is to both hold assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest as well as selling the asset on the basis of its fair value. All other financial assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or contingent consideration recognised in a business combination) in other comprehensive income (‘OCI’). Despite these requirements, a financial asset may be irrevocably designated as measured at fair value through profit or loss to reduce the effect of, or eliminate, an accounting mismatch. For financial liabilities designated at fair value through profit or loss, the standard requires the portion of the change in fair value that relates to the entity’s own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements use an ‘expected credit loss’ (‘ECL’) model to recognise an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available. AASB 15 Revenue from Contracts with Customers The group has adopted AASB 15 from 1 July 2018. The standard provides a single comprehensive model for revenue recognition. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract- based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. This is described further in the accounting policies below. Credit risk is presented separately as an expense rather than adjusted against revenue. Contracts with customers are presented in an entity’s statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity’s performance and the customer’s payment. Customer acquisition costs and costs to fulfil a contract can, subject to certain criteria, be capitalised as an asset and amortised over the contract period. ANNUAL REPORT 2019 | 35 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Impact of adoption The group has adopted Accounting Standards AASB 9 and AASB 15 for the year ended 30 June 2019. The Accounting Standards were adopted from 1 July 2018 using transitional rules that allow for comparatives not be restated. There was no change in the carrying amounts on adoption of the standards and there was no impact on opening retained earnings. The adoption of these Accounting Standards and Interpretations resulted in the following adjustments: • interest revenue is now shown separately on the face of profit or loss; • On 1 July 2018, investments classified as available for sale financial assets amounting to $9,637,000 under AASB 139 were reclassified to fair value through other comprehensive income (‘FVTOCI’). The group intends to hold the investments for the foreseeable future and has irrecovably elected to classify them as such on transition date. As a result, $171,000 was transferred from the available for sale reserve to FVTOCI reserve on 1 July 2018. There was no impact on the fair value of investments, retained earnings or reserves on transition date; • accrued income is now reclassified as contract assets; and • additional disclosures relating to disaggregation of revenue which is included in note 4. BASIS OF PREPARATION These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’). Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income and derivative financial instruments. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2. PARENT ENTITY INFORMATION In accordance with the Corporations Act 2001, these financial statements present the results of the group only. Supplementary information about the parent entity is disclosed in note 31. 36 | PENGANA CAPITAL GROUP ANNUAL REPORTPRINCIPLES OF CONSOLIDATION The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Pengana Capital Group Limited (‘company’ or ‘parent entity’) as at 30 June 2019 and the results of all subsidiaries for the year then ended. Pengana Capital Group Limited and its subsidiaries together are referred to in these financial statements as the ‘group’. Subsidiaries are all those entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss, statement of financial position and statement of changes in equity of the group. Losses incurred by the group are attributed to the non-controlling interest in full, even if that results in a deficit balance. Where the group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non- controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. OPERATING SEGMENTS Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM are responsible for the allocation of resources to operating segments and assessing their performance. FOREIGN CURRENCY TRANSLATION The financial statements are presented in Australian dollars, which is Pengana Capital Group Limited’s functional and presentation currency. Foreign currency transactions Foreign currency transactions are translated into the entity’s functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign operations The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of. ANNUAL REPORT 2019 | 37 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) REVENUE RECOGNITION The group recognises revenue as follows: Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to which the group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand- alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability. Management fees Management fee revenue is recognised over time. Performance fees Performance fees are recognised as revenue at a point in time when the right to receive payment has been established. Performance fees which are contingent upon performance to be determined at future dates have not been recognised as revenue or as a receivable at the reporting date as they are not able to be estimated or measured reliably and it is highly probable that there could be a significant reversal of revenue. Dividends and distributions Dividends and distributions are recognised when received or when the right to receive payment is established. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Other fee revenue is recognised over time. FUND MANAGER PROFIT SHARE EXPENSE Fund manager profit share expense represents a ‘shadow equity’ program for fund managers under which the fund managers receive an agreed percentage of the profits of their respective fund and/or strategy ensuring alignment of interests between shareholders, fund managers and fund investors. 38 | PENGANA CAPITAL GROUP ANNUAL REPORTINCOME TAX The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: • When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or • When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Tax consolidated group Pengana Capital Group Limited (the ‘head entity’) and its wholly-owned Australian subsidiaries formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the ‘separate taxpayer within group’ approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. The head entity and its wholly owned subsidiaries have a tax funding agreement that ensures the tax payable is met by Pengana Capital Group Ltd. Any difference between the amounts assumed and the amount receivable or payable under the funding agreement is recognized as a contribution to, or distribution from, the parent. CURRENT AND NON-CURRENT CLASSIFICATION Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the group’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the group’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. ANNUAL REPORT 2019 | 39 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) CASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short- term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. TRADE AND OTHER RECEIVABLES Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. These receivables represent management fees that are accrued daily and paid monthly by the funds. They are usually recoverable within 20 business days. The group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses. CONTRACT ASSETS Contract assets are recognised when the group has transferred goods or services to the customer but where the group is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes ASSOCIATES Associates are entities over which the group has significant influence but not control or joint control. Investments in associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in associates are carried in the statement of financial position at cost plus post-acquisition changes in the group’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Dividends received or receivable from associates reduce the carrying amount of the investment. When the group’s share of losses in an associate equals or exceeds its interest in the associate, including any unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The group discontinues the use of the equity method upon the loss of significant influence over the associate and recognises any retained investment at its fair value. Any difference between the associate’s carrying amount, fair value of the retained investment and proceeds from disposal is recognised in profit or loss. INVESTMENTS AND OTHER FINANCIAL ASSETS Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided. Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it’s carrying value is written off. Financial assets at amortised cost A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest. 40 | PENGANA CAPITAL GROUP ANNUAL REPORTFinancial assets at fair value through other comprehensive income Financial assets at fair value through other comprehensive income (FVTOCI) are equity investments including equity investments which the group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition. On disposal of these equity investments, any related balance within the FVTOCI reserve is reclassified to retained earnings. Impairment of financial assets The group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the group’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss. PROPERTY, PLANT AND EQUIPMENT Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows: Leasehold improvements Furniture and fittings Plant and equipment 5 years 5–10 years 2–4 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. LEASES The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits. Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability. ANNUAL REPORT 2019 | 41 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 1. SIGNIFICANT ACCOUNT POLICIES (CONTINUED) LEASES (CONTINUED) Leased assets acquired under a finance lease are depreciated over the asset’s useful life or over the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the group will obtain ownership at the end of the lease term. Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis over the term of the lease. INTANGIBLE ASSETS Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Goodwill Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Acquired relationships Relationships acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit, being their finite useful life of between 7 and 13 years. Other intangible assets Significant costs associated with other intangible assets are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite useful life of between 3 and 4 years. IMPAIRMENT OF NON-FINANCIAL ASSETS Impairment of non-financial assets Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. TRADE AND OTHER PAYABLES These amounts represent liabilities for goods and services provided to the group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. BORROWINGS Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. FINANCE COSTS Finance costs are expensed in the period in which they are incurred based on the effective interest method. 42 | PENGANA CAPITAL GROUP ANNUAL REPORTEMPLOYEE BENEFITS Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave, long service leave and other long term employee benefits not expected to be settled within 12 months of the reporting date are measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high-quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Defined contribution superannuation expense Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred. Share-based payments Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. The group operates a loan share plan that is accounted for as equity- settled share-based payments similar to options. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option/share under the loan share plan, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option/share under the loan share plan, together with non-vesting conditions that do not determine whether the group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. FAIR VALUE MEASUREMENT When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. ANNUAL REPORT 2019 | 43 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 1. SIGNIFICANT ACCOUNT POLICIES (CONTINUED) Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. CONTRIBUTED EQUITY Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. DIVIDENDS Dividends are recognised when declared during the financial year. BUSINESS COMBINATIONS The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree’s identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the group’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date. Where the business combination is achieved in stages, the group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non- controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre- existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s previously held equity interest in the acquirer. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition- date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value. 44 | PENGANA CAPITAL GROUP ANNUAL REPORTEARNINGS PER SHARE Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Pengana Capital Group Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. GOODS AND SERVICES TAX (‘GST’) AND OTHER SIMILAR TAXES Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Trade debtors and creditors are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. All other receivables and payables are stated exclusive of GST recoverable or payable. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. ROUNDING OF AMOUNTS The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET MANDATORY OR EARLY ADOPTED Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the group for the annual reporting period ended 30 June 2019. The group’s assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the group, are set out below. AASB 16 Leases This standard is applicable to annual reporting periods beginning on or after 1 January 2019. For lessee accounting, the standard eliminates the ‘operating lease’ and ‘finance lease’ classification required by AASB 117 ‘Leases’. Subject to exceptions, a ‘right-of-use’ asset will be capitalised in the statement of financial position, measured as the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal computers and office furniture) where an accounting policy choice exists whereby either a ‘right-of-use’ asset is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance costs). For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) components. The impact of adoption of this standard as at 1 July 2019, using the modified retrospective approach, will result in the recognition of a right-of-use asset of approximately $729,000 with a corresponding increase in lease liability, in respect of the group’s operating leases over premises. Refer to note 29 for undiscounted commitments in relation to non-cancellable operating leases as at 30 June 2019. ANNUAL REPORT 2019 | 45 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 1. SIGNIFICANT ACCOUNT POLICIES (CONTINUED) NEW CONCEPTUAL FRAMEWORK FOR FINANCIAL REPORTING A revised Conceptual Framework for Financial Reporting is applicable for annual reporting periods beginning on or after 1 January 2020. This release impacts for-profit private sector entities that have public accountability that are required by legislation to comply with Australian Accounting Standards and other for-profit entities that voluntarily elect to apply the Conceptual Framework. Phase 2 of the framework is yet to be released which will impact for- profit private sector entities. The application of new definition and recognition criteria as well as new guidance on measurement will result in amendments to several accounting standards. The issue of AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework, also applicable from 1 January 2020, includes such amendments. Where the group has relied on the conceptual framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under Australian Accounting Standards, the group may need to revisit such policies. The group will apply the revised conceptual framework from 1 July 2020 and is yet to assess its impact. NOTE 2. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Share-based payment transactions The group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Fair value measurement hierarchy The group is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective. Goodwill The group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 1. The recoverable amounts of cash- generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows. Business combinations As discussed in note 1, business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the group taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported. Unconsolidated structured entities The group has significant influence over the funds it manages due to its role as responsible entity and investment manager together with direct holdings in the funds. The funds referred to in note 35 are not consolidated by the 46 | PENGANA CAPITAL GROUP ANNUAL REPORTgroup, and instead, equity accounted as interests in associates, as the group does not have control or joint control. These investments are managed in accordance with financial risk management practices as set out in note 24. NOTE 3. OPERATING SEGMENTS Identification of reportable operating segments The main business activities of the group are the provision of funds management services. The Board of Directors and the Chief Executive Officer are identified as the Chief Operating Decision Makers (‘CODM’), and they consider the performance of the main business activities on an aggregated basis to determine the allocation of resources. Other activities undertaken by the group, including investing activities, are incidental to the main business activities. Based on the internal reports that are used by the CODM the group has one operating segment being the provision of funds management services with the objective of offering investment funds to high net worth and retail investors in Australia and New Zealand, and offshore investors globally. There is no aggregation of operating segments. The operating segment information is the same information as provided throughout the financial statements and are therefore not duplicated. The information reported to the CODM is on a regular basis. Major customers There are no customers that account for more than 10% of the group’s revenue. NOTE 4. REVENUE Disaggregation of revenue The disaggregation of revenue from contracts with customers is as follows: Timing of revenue recognition Services transferred over time - management and other fee revenue Services transferred at a point in time - performance fees Consolidated 2019 $’000 38,594 4,952 43,546 Disaggregation of revenue based on major service line is shown on the face of statement of profit or loss. The revenue from contracts with customers is substantially all in Australia. AASB 15 was adopted using the modified retrospective approach and as such comparatives relating to disaggregation of revenue have not been presented. NOTE 5. OTHER INCOME AND GAINS Dividends and distributions Rental income Realised and unrealised gains/(losses) on financial instruments held at fair value through profit or loss Realised and unrealised gains on held for trading financial assets Other income Consolidated 2019 $’000 479 283 – – 75 837 2018 $’000 541 277 171 1,047 347 2,383 ANNUAL REPORT 2019 | 47 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 6. EXPENSES Profit/(loss) before income tax includes the following specific expenses: Depreciation Leasehold improvements Fixtures and fittings Plant and equipment Total depreciation Amortisation Acquired relationships Other intangible assets Total amortisation Total depreciation and amortisation Finance costs Interest and finance charges paid/payable Net foreign exchange loss Net foreign exchange loss Rental expense relating to operating leases Minimum lease payments Amortisation of deferred lease incentives Total rental expense relating to operating leases Superannuation expense Share-based payments expense – included in human resources expenses Share-based payments expense Cost incurred for Pengana Private Equity Trust Cost of establishing Pengana Private Equity Trust Non-cash issue of alignment shares to Pengana Private Equity Trust Total Cost incurred for Pengana Private Equity Trust Consolidated 2019 $’000 2018 $’000 37 13 79 36 29 88 129 153 2,405 118 2,523 2,652 53 1 949 (27) 922 740 446 6,299 10,260 16,559 2,406 – 2,406 2,559 – 4 967 (12) 955 625 378 – – – Expenses incurred in relation to Pengana Private Equity Trust Pengana Private Equity Trust (‘PPET’) (ASX:PE1) was admitted to the Official List of the Australian Securities Exchange (‘ASX’) on the 24 April 2019 and provides an opportunity for investors to invest in a highly diversified portfolio of global private equity investments through an ASX listed vehicle. To reward initial investors PPET was issued 4,909,228 convertible preference shares (Alignment shares) in Pengana Capital Group Ltd, valued at $10,260,000, for a nominal cost being an aggregate price of $1.00. Non-cash issue of alignment shares have been treated similar to share-based payments and the fair value of the shares have been expensed to the statement of profit or loss during the year. Further information on alignment shares can be found at note 21. 48 | PENGANA CAPITAL GROUP ANNUAL REPORTNOTE 7. INCOME TAX Income tax expense Current tax Deferred tax – origination and reversal of temporary differences Consolidated 2019 $’000 2,003 210 2018 $’000 3,144 (63) Aggregate income tax expense 2,213 3,081 Deferred tax included in income tax expense comprises: Decrease/(increase) in deferred tax assets 210 (63) Numerical reconciliation of income tax expense and tax at the statutory rate Profit/(loss) before income tax expense Tax at the statutory tax rate of 30% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non-assessable income Permanent differences Share-based payment expense Assessable income not in profit or loss Non-cash issue of alignment shares to Pengana Private Equity Trust Cost of establishing Pengana Private Equity Trust Prior period adjustments Derecognise tax asset related to capital losses Income tax expense Amounts charged/(credited) directly to equity Deferred tax assets Tax losses not recognised Capital tax losses for which no deferred tax asset has been recognised Potential tax benefit at statutory tax rates (12,072) 10,171 (3,622) 3,051 (153) 57 134 670 3,078 1,893 (42) (675) 113 634 – – 2,057 3,081 (518) 674 – – 2,213 3,081 (171) 2,247 674 72 – – A potential income tax benefit of up to $1,890,000, being the tax effect of PPET establishment costs of $6,299,000, has not been recognised as it is subject to the outcome of a private ruling application the group lodged with the Australian Taxation Office (‘ATO’) and will be recognised once the ATO provides a ruling. ANNUAL REPORT 2019 | 49 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 7. INCOME TAX (CONTINUED) Deferred tax liability Deferred tax asset/(liability) comprises temporary differences attributable to: Amounts recognised: Property, plant and equipment Provision Unrealised losses /(gains) Acquired relationships Deferred tax liability Movements: Opening balance Credited/(charged) to profit or loss Credited/(charged) to equity Additions through business combinations (note 32) Tax effect on intangibles Closing balance Income tax refund due Income tax refund due Provision for income tax Provision for income tax NOTE 8. CURRENT ASSETS – CASH AND CASH EQUIVALENTS Cash on hand and at bank Cash on deposit Consolidated 2019 $’000 2018 $’000 65 603 119 73 429 595 (6,553) (7,174) (5,766) (6,077) (6,077) (7,211) (210) 171 (135) 485 63 (72) – 1,143 (5,766) (6,077) – 759 1,182 – 14,433 13 12,406 3,664 14,446 16,070 50 | PENGANA CAPITAL GROUP ANNUAL REPORTNOTE 9. CURRENT ASSETS – TRADE AND OTHER RECEIVABLES Trade receivables Accrued income Other receivables Consolidated 2019 $’000 441 – 441 1 442 2018 $’000 2 5,198 5,200 6 5,206 Allowance for expected credit losses The group has recognised a loss of $nil (2018: $nil) in profit or loss in respect of the expected credit losses for the year ended 30 June 2019. The ageing of the receivables and allowance for expected credit losses provided for above are as follows Consolidated Not overdue NOTE 10. CURRENT ASSETS – CONTRACT ASSETS Contract assets Expected credit loss rate 2019 % Carrying amount 2019 $’000 Allowance for expected credit losses 2019 $’000 – 441 – Consolidated 2019 $’000 4,747 2018 $’000 – Allowance for expected credit losses: The group has recognised a loss of $nil in profit or loss in respect of the recoverability of contract assets for the year ended 30 June 2019. NOTE 11. CURRENT ASSETS – OTHER CURRENT ASSETS Prepayments Security deposits Other deposits 723 – 349 1,072 725 40 17 782 ANNUAL REPORT 2019 | 51 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 12. NON-CURRENT ASSETS – OTHER RECEIVABLES Other receivables Security deposits Other loans Consolidated 2019 $’000 – 476 873 2018 $’000 400 476 856 1,349 1,732 The group has recognised a loss of $299,000 (2018: $nil) in profit or loss in respect of the non-recoverability on other receivables for the year ended 30 June 2019 NOTE 13. NON-CURRENT ASSETS – INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD Investments in associates 4,275 7,481 Refer to note 34 for further information on interests in associates. NOTE 14. NON-CURRENT ASSETS - EQUITY INVESTMENT IN FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME Investments in listed equity securities Investment in unlisted managed investment funds 7,255 1,733 8,988 – – – Refer to note 25 for further information on fair value measurement. Refer to note 1 for impact of adoption of AASB 9 ‘Financial instruments’ on transition date 1 July 2018. NOTE 15. NON-CURRENT ASSETS – INVESTMENTS IN AVAILABLE-FOR-SALE FINANCIAL ASSETS Investments in available-for-sale financial assets at fair value – 9,637 Refer to note 25 for further information on fair value measurement. Refer to note 1 for impact of adoption of AASB 9 ‘Financial instruments’ on transition date 1 July 2018. NOTE 16. NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT Leasehold improvements - at cost Less: Accumulated depreciation Furniture and fittings - at cost Less: Accumulated depreciation Plant and equipment - at cost Less: Accumulated depreciation 52 | PENGANA CAPITAL GROUP Reconciliations 162 (83) 79 256 (228) 28 954 (798) 156 263 162 (46) 116 253 (201) 52 901 (754) 147 315 ANNUAL REPORTReconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 1 July 2017 Additions Write off of assets Depreciation expense Balance at 30 June 2018 Additions Disposals Depreciation expense Balance at 30 June 2019 Leasehold improvements $’000 Furniture and fittings $’000 Plant and equipment $’000 151 1 – (36) 116 – – (37) 79 72 9 – (29) 52 3 (14) (13) 28 139 97 (1) (88) 147 93 (5) (79) 156 Total $’000 362 107 (1) (153) 315 96 (19) (129) 263 NOTE 17. NON-CURRENT ASSETS – INTANGIBLES Goodwill – at cost Acquired relationships – at cost Less: Accumulated amortisation Other intangible assets - at cost Less: Accumulated amortisation Consolidated 2019 $’000 2018 $’000 43,612 40,627 26,520 (5,011) 21,509 452 (118) 334 26,520 (2,606) 23,914 – – – 65,455 64,541 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 1 July 2017 Amortisation expense Balance at 30 June 2018 Additions though business combinations (note 32) Amortisation expense Balance at 30 June 2019 Goodwill $’000 Acquired relationships $’000 Other intangible assets $’000 40,627 – 40,627 2,985 26,320 (2,406) 23,914 – – (2,405) – – – 452 (118) Total $’000 66,947 (2,406) 64,541 3,437 (2,523) 43,612 21,509 334 65,455 ANNUAL REPORT 2019 | 53 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 17. NON-CURRENT ASSETS – INTANGIBLES (CONTINUED) The group identifies a single cash-generating unit (‘CGU’) and, therefore, the recoverable amount has been determined at the group level. The recoverable amount of the group’s goodwill has been determined by value-in-use calculations. The calculations use cash flow projections based on the business plan approved by management covering a five year period. Cash flows beyond the five year period are extrapolated using the estimated growth rates stated below. The following key assumptions were used in the discounted cash flow model: a. Pre-tax discount rate of 13.2% (2018:11.9%); b. Projected growth rate of 2.5% (2018:2.5%) beyond five year period for the CGU; and c. Increase in operating costs and overheads based on current expenditure levels adjusted for inflationary increases. For the financial year ended 30 June 2019, the recoverable amount of net assets for the Group is greater than the carrying value of the assets and therefore, the goodwill is not considered to be impaired. Sensitivity analysis: Management estimates that any reasonable changes in the key assumptions would not have a significant impact on the value-in-use of goodwill that would require the assets to be impaired. The remaining amortisation period for the acquired relationships is between 3 and 11 years. NOTE 18. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES Consolidated Trade payables Accrued expenses Fund manager profit share Other payables Refer to note 24 for further information on financial instruments. NOTE 19. CURRENT LIABILITIES – EMPLOYEE BENEFITS Annual leave Long service leave NOTE 20. NON-CURRENT LIABILITIES - BANK LOAN Bank Loan Refer to note 24 for further information on financial instruments. Total secured liabilities The total secured liabilities (current and non-current) are as follows: Bank Loan 2019 $’000 56 2,531 4,645 425 7,657 485 507 992 3,750 5,000 2018 $’000 426 3,761 5,353 349 9,889 475 468 943 – – The company borrowed $5,000,000 from Investec Australia for costs associated with establishing Pengana Private Equity Trust. The loan is secured by a general security charge over the assets of the group, together with specific security over the bank account in which the fees from Pengana Private Equity Trust are deposited. The loan term is 4 years and the loan is subject to variable interest rates, which are based on the bank bill swap rate (‘BBSY’), plus a margin of 4.25%. Effective 28 June 2019 the interest rate is 5.5%. Facility limit of $5,000,000 was fully drawn down at 30 June 2019. 54 | PENGANA CAPITAL GROUP ANNUAL REPORTNOTE 21. EQUITY – CONTRIBUTED EQUITY Consolidated 2019 Shares 2018 Shares 2019 $’000 2018 $’000 Ordinary shares – fully paid 103,277,160 101,689,016 120,437 115,134 Convertible preference shares (Alignment shares) - fully paid Less: Treasury shares 4,909,228 – (23,458,720) (22,853,722) 10,260 (29,220) 84,727,668 78,835,294 101,477 – (27,220) 87,914 Movements in ordinary share capital Details Balance Date Shares $’000 1 July 2017 101,477,092 114,381 Issue of shares as part consideration for investment in Global Credit Investments Pty Ltd 19 June 2018 Issue of shares in accordance with short term incentive 29 June 2018 137,350 74,574 490 263 Balance 30 June 2018 Issue of shares on acquisition of PT Private Capital Pty Ltd 21 August 2018 101,689,016 983,146 115,134 3,303 Issue of shares under the Pengana Capital Group Loan Share Plan 3 October 2018 604,998 2,000 Balance 30 June 2019 103,277,160 120,437 Movements in convertible preference share capital Details Balance Balance Date 1 July 2017 30 June 2018 Shares $’000 – – – – Alignment shares issued to Pengana Private Equity Trust 29 April 2019 4,909,228 10,260 Balance 30 June 2019 4,909,228 10,260 Movements in treasury shares Details Balance Balance Issue of shares under the Pengana Capital Group Loan Share Plan Date Shares $’000 1 July 2017 (22,853,722) (27,220) 30 June 2018 (22,853,722) (27,220) 3 October 2018 (604,998) (2,000) Balance 30 June 2019 (23,458,720) (29,220) ANNUAL REPORT 2019 | 55 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 21. EQUITY – CONTRIBUTED EQUITY (CONTINUED) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Convertible preference shares (Alignment shares) Alignment shares issued to Pengana Private Equity Trust (‘PPET’)(ASX:PE1) entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held, with priority over ordinary shareholders. The alignment shares are not redeemable, quoted or tradeable on the ASX and convert into ordinary shares on a one for one basis on being distributed by PPET to its unitholders. The Responsible Entity of PPET intends to distribute the Alignment Shares to the unitholders, subject to a determination by the responsible entity, approximately 2 years after the issue of the shares. Alignment shares do not have any voting rights with the exception of a vote at a general meeting that affects the rights attached to alignment shares and capital restructure. Treasury shares The company has an equity scheme pursuant to which certain employees and fund managers may access a loan share plan (‘LSP’). The acquisition of shares under this LSP is fully funded by the company through the granting of a limited recourse loan. The LSP shares are subject to escrow and transfer is restricted until the vesting conditions are satisfied and the loan is repaid. Vested and unvested shares are recorded as treasury shares representing a deduction against issued capital. These have been accounted for as a share-based payment. Refer to note 37 for further details. When the loans are settled the treasury shares are reclassified as ordinary shares and the equity will increase by the amount of the loan repaid. Share buy-back On 27 June 2019, the company announced an on-market buy-back of up to 10% of the company’s issued capital for a period of 12 months. Capital risk management The group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. Two wholly owned subsidiaries of the group, Pengana Capital Limited (‘PCL’) and Pengana Investment Management Ltd (‘PIML’), hold an Australian Financial Services License and are subject to regulatory financial requirements that include maintaining a minimum level of net tangible assets. As at 30 June 2019 PCL and PIML were required to maintain $5,000,000 and $3,200,000 (2018: $5,000,000 and $4,000,000) respectively in liquid assets, of which 50% (2018: 50%) is held in cash or cash equivalents. The directors believe the group has adequate capital at 30 June 2019 to maintain the groups existing business activities and facilitate growth. The capital risk management policy remains unchanged from the 2018 Annual Report. 56 | PENGANA CAPITAL GROUP ANNUAL REPORTNOTE 22. EQUITY – RESERVES Profits reserve Share-based payments reserve Available-for-sale reserve Financial assets at fair value through other comprehensive income reserve Consolidated 2019 $’000 23,867 5,795 – (399) 2018 $’000 23,867 5,407 171 – 29,263 29,445 Profits reserve The reserve records the 2013 Pengana Holdings profit, which has not been offset against accumulated losses from prior years. Share-based payments reserve The reserve is used to recognise the value of equity benefits provided to employees and fund managers as part of their remuneration, and other parties as part of their compensation for services. Available-for-sale reserve The reserve is used to recognise increments and decrements in the fair value of available-for-sale financial assets. Financial assets at fair value through other comprehensive income (‘OCI’) reserve The reserve is used to recognise increments and decrements in the fair value of financial assets at fair value through other comprehensive income. Movements in reserves Movements in each class of reserve during the current and previous financial year are set out below: Available- for-sale reserve $’000 Financial assets at fair value through OCI reserve $’000 Total $’000 28,899 240 (72) 378 Consolidated Balance at 1 July 2017 Revaluation - gross Deferred tax Share-based payments Profits reserve $’000 Share-based payments reserve $’000 23,867 5,029 – – – – – 378 Balance at 30 June 2018 23,867 5,407 Revaluation - gross Deferred tax Transfer from available-for-sale reserve to fair value through OCI reserve Share-based payments Dividends on treasury shares – – – – – – – – 446 (58) Balance at 30 June 2019 23,867 5,795 3 240 (72) – 171 – – (171) – – – – 29,445 (813) 243 171 – – (813) 243 – 446 (58) (399) 29,263 ANNUAL REPORT 2019 | 57 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 23. EQUITY – DIVIDENDS Dividends Dividends paid during the financial year were as follows: On 28 August 2018, fully franked final dividend of 6.5 cents per ordinary share was declared for the year ended 30 June 2018 to be paid on 28 September 2018 to shareholders registered on 14 September 2018. (2018: 4.5 cents per ordinary share) On 22 February 2019, an unfranked interim dividend of 4.0 cents per ordinary share was declared for the year ended 30 June 2019 and paid on 15 March 2019 to the shareholders registered on 1 March 2019 (2018: 6.5 cents per ordinary share) Consolidated 2019 $’000 2018 $’000 5,188 3,538 3,193 8,381 5,111 8,649 Franking credits Franking credits available for subsequent financial years based on a tax rate of 30% 2,468 3,553 The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: • franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date • franking debits that will arise from the payment of dividends recognised as a liability at the reporting date • franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date NOTE 24. FINANCIAL INSTRUMENTS Financial risk management objectives The group’s activities expose it to a variety of financial risks: market risk (including foreign currency, interest rate and price risk), credit risk and liquidity risk. The group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the group. The group uses different methods to measure different types of risk to which it is exposed, including sensitivity analysis. In particular, the group manages the investments of certain funds and clients where it is entitled to receive management fees and fees contingent upon performance of the portfolio managed, on an annual basis or longer. All fees are exposed to significant risk associated with the funds’ performance, including market risks (interest rate risk and indirectly market risk and foreign exchange risk) and liquidity risk as detailed below. Risk management is carried out by the Board of Directors and discussed at board meetings. Management identifies and evaluates financial risks. Market risk Foreign currency risk Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity’s functional currency. The group undertakes certain transactions denominated in foreign currency (mainly US dollar) and the balances at the reporting date are not material and a 10% movement in those balances would not cause a significant fluctuation in profit or loss or equity of the group. 58 | PENGANA CAPITAL GROUP ANNUAL REPORTPrice risk The group is not exposed to any significant price risk. Interest rate risk The group’s main interest rate risk arises from its borrowings and cash at bank. Borrowings and cash at bank issued at variable rates expose the group to interest rate risk. Borrowings issued at fixed rates expose the group to fair value risk. As at the reporting date, the group had the following variable rate bank accounts and borrowings: Consolidated Cash at bank Cash on deposit Bank Loan Net exposure to cash flow interest rate risk 2019 Weighted average interest rate 0.54% 2.00% 5.50% Balance $’000 14,433 13 (5,000) 9,446 2018 Weighted average interest rate 0.14% 2.00% – Balance $’000 12,406 3,664 – 16,070 The table below summarises the impact of a 50 basis point movement in interest: Consolidated – 2019 Basis points increase Basis points decrease Effect on profit/loss before tax $’000 Effect on equity $’000 Basis points change Effect on profit/loss before tax $’000 Effect on equity $’000 Basis points change Net exposure to cash flow interest rate risk 50 47 33 (50) (47) (33) Consolidated – 2018 Net exposure to cash flow interest rate risk 50 80 56 (50) (80) (56) An analysis by remaining contractual maturities is shown in ‘liquidity and interest rate risk management’ below. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any expected credit loss allowance of those assets, as disclosed in the statement of financial position and notes to the financial statements. The group does not hold any collateral. The group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables and contract assets through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the group based on recent sales experience, historical collection rates and forward-looking information that is available. The group has a credit risk exposure with the cash at bank, redemptions receivable, loans to shareholders and fund managers and funds under management. The funds under management as at 30 June 2019 owed the group 100% (2018: 100%) of trade receivables and accrued income. The balance was within its terms of trade and no expected credit loss allowance was made as at the reporting date. These receivables represent management fees that are accrued daily and paid monthly by the Funds. Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year. ANNUAL REPORT 2019 | 59 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 24. FINANCIAL INSTRUMENTS (CONTINUED) Other loans receivables amount to $873,000 as at 30 June 2019 (2018: $856,000). The loans were made to shareholders and used to fund the purchase of shares in Pengana Capital Group Limited. The loans are interest free and secured against the purchased shares in Pengana Capital Group Limited. The timing of these amounts due under these agreements are at the discretion of the group. Liquidity risk Managing liquidity risk requires the group to maintain sufficient liquid assets (mainly cash and cash equivalents and listed investments) to be able to pay debts as and when they become due and payable. The group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Remaining contractual maturities The following tables detail the group’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position. Consolidated – 2019 Non-derivatives Non-interest bearing Trade payables Other payables Fund manager profit share Security deposits held Interest-bearing - variable Bank loans Total non-derivatives Consolidated – 2018 Non-derivatives Non-interest bearing Trade payables Other payables Fund manager profit share Security deposits held Total non-derivatives 1 year or less $’000 Between 1 and 2 years $’000 Between 2 and 5 years $’000 Over 5 years $’000 Remaining contractual maturities $’000 56 425 4,645 – 1,491 6,617 – – – 5 – – – – 1,422 1,427 2,637 2,637 – – – – – – 56 425 4,645 5 5,550 10,681 1 year or less $’000 Between 1 and 2 years $’000 Between 2 and 5 years $’000 Over 5 years $’000 Remaining contractual maturities $’000 426 349 5,353 – 6,128 – – – 5 5 – – – – – – – – – – 426 349 5,353 5 6,133 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. 60 | PENGANA CAPITAL GROUP ANNUAL REPORTNOTE 25. FAIR VALUE MEASUREMENT Fair value hierarchy The following tables detail the group’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Observable market data used in valuation techniques to determine the fair value. Level 2 instruments are not traded in an active market Level 3: Unobservable inputs for the asset or liability Consolidated – 2019 Assets Investment in financial assets at fair value through other comprehensive income Total assets Consolidated – 2018 Assets Level 1 $’000 Level 2 $’000 Level 3 $’000 Total $’000 7,255 7,255 1,733 1,733 – – Level 1 $’000 Level 2 $’000 Level 3 $’000 8,988 8,988 Total $’000 9,637 9,637 Investments in available-for-sale financial assets Total assets 9,637 9,637 – – – – There were no transfers between levels during the financial year. The carrying amounts of cash and cash equivalents, trade and other receivables and trade and other payables approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities. ANNUAL REPORT 2019 | 61 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 26. KEY MANAGEMENT PERSONNEL DISCLOSURES Compensation The aggregate compensation made to directors and other members of key management personnel of the group is set out below: Short-term employee benefits Post-employment benefits Long-term benefits Share-based payments Consolidated 2019 $ 2018 $ 1,323,852 1,326,438 76,631 18,753 22,891 77,981 37,573 22,891 1,442,127 1,464,883 NOTE 27. REMUNERATION OF AUDITORS During the financial year the following fees were paid or payable for services provided by Grant Thornton Audit Pty Ltd, the auditor of the company: Audit services - Grant Thornton Audit Pty Ltd Audit or review of the financial statements 182,300 203,318 NOTE 28. CONTINGENT LIABILITIES The group had no contingent liabilities at 30 June 2019 and 30 June 2018. NOTE 29. COMMITMENTS Lease commitments – operating Committed at the reporting date but not recognised as liabilities, payable: Within one year One to five years Consolidated 2019 $’000 2018 $’000 729 467 1,196 829 1,196 2,025 The property leases are non-cancellable leases with a maximum 5 year term, with rent payable monthly in advance. 62 | PENGANA CAPITAL GROUP ANNUAL REPORTNOTE 30. RELATED PARTY TRANSACTIONS Parent entity Pengana Capital Group Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 33. Associates Interests in associates are set out in note 34. Key management personnel Disclosures relating to key management personnel are set out in note 26 and the remuneration report included in the directors’ report. Transactions with related parties – managed investment schemes The following transactions occurred with related parties: Sale of goods and services: Management fees Performance fees Consolidated 2019 $ 2018 $ 37,891,554 39,557,398 4,956,821 11,696,361 Receivable from and payable to related parties The following balances are outstanding at the reporting date in relation to transactions with related parties: Current receivables: Trade receivables and accrued income from other related parties 5,004,169 5,200,630 Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. ANNUAL REPORT 2019 | 63 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 31. PARENT ENTITY INFORMATION Set out below is the supplementary information about the parent entity. Statement of Profit or Loss and Other Comprehensive Income Profit/(loss) after income tax Total comprehensive income Statement of Financial Position Total current assets Total assets Total current liabilities Total liabilities Equity Contributed equity Share-based payments reserve Available-for-sale reserve Financial assets at fair value through other comprehensive income reserve Parent 2019 $’000 (5,303) (5,303) 18,023 233,120 1,246 6,780 225,660 5,853 – (47) 2018 $’000 18,824 18,824 10,021 227,929 1,970 1,785 212,097 5,407 82 – Retained profits/(accumulated losses) Total equity (5,126) 8,558 226,340 226,144 Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2019 and 30 June 2018. Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2019 and 30 June 2018. Capital commitments – Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2019 and 30 June 2018. Significant accounting policies The accounting policies of the parent entity are consistent with those of the group, as disclosed in note 1, except for the following: • Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. • Investments in associates are accounted for at cost, less any impairment, in the parent entity. • Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment. 64 | PENGANA CAPITAL GROUP ANNUAL REPORTNOTE 32. BUSINESS COMBINATIONS PT Private Capital Pty Ltd On 21 August 2018, the group acquired 100% of the shares in PT Private Capital Pty Ltd for the total consideration of $3,303,000. PT Private Capital Pty Ltd provides portfolio management services to high net worth clients. The purchase consideration was settled by issue of 983,146 shares in Pengana Capital Group Limited. The shares were valued at the market price on the date of settlement. The goodwill of $2,985,000 represents profitability of the acquired business and the synergistic opportunities that will arise from the acquisition. None of the goodwill recognised is expected to be deductible for income tax purpose. The acquired business contributed revenues of $859,000 and a loss after tax of $181,000 to the group for the period from 21 August 2018 to 30 June 2019. The purchase price allocation of the acquisition is final at 30 June 2019. Details of the acquisition are as follows: Cash and cash equivalents Contract assets Other intangible assets Other payables Deferred tax liability Net assets acquired Goodwill Acquisition-date fair value of the total consideration transferred Representing: Pengana Capital Group Limited shares issued to vendor Acquisition costs expensed to profit or loss Fair value $’000 65 22 452 (85) (136) 318 2,985 3,303 3,303 12 ANNUAL REPORT 2019 | 65 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 33. INTERESTS IN SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries with non-controlling interests in accordance with the accounting policy described in note 1: Parent Non-controlling interest Principal place of business / country of incorporation* Ownership interest 2019 % Ownership interest 2018 % Ownership interest 2019 % Ownership interest 2018 % Name Pengana Holdings Pty Ltd Pengana Capital Ltd Pengana European Asset Management Pty Limited Australia Australia Australia Pengana Affinity Funds Pty Ltd Australia Pengana Singapore Pte. Ltd Singapore Pengana Investment Management Ltd Australia Rushcutter Investments Pty Ltd ** Australia Bennelong Administration Services Pty Ltd ** Australia 100% 100% 50% 70% 100% 100% – – 100% 100% 50% 70% 100% 100% 100% 100% – – 50% 30% – – – – – – 50% 30% – – – – * Principal activities of the subsidiaries listed above are provision of Investment Management Services. ** Entity deregistered on 22 May 2019 Summarised financial information for subsidiaries that have non-controlling interests, has not been provided as they are not material to the group. 66 | PENGANA CAPITAL GROUP ANNUAL REPORTNOTE 34. INTERESTS IN ASSOCIATES The following interests in associates are accounted for using the equity method of accounting: Name Principal place of business / country of incorporation Pengana Asia Special Events (Offshore) Fund Cayman Islands Pengana Global Small Companies Fund Pengana International Fund Global Credit Investments Pty Ltd Australia Australia Australia Ownership interest 2019 % – – 1.07% 34.65% 2018 % 2.49% 0.77% 1.38% 34.65% Summarised financial information relating to associates that are material to the group are set out below: Summarised financial information Summarised Statement of Financial Position Assets Total assets Liabilities Total liabilities Net assets Summarised Statement of Profit or Loss and Other Comprehensive Income Revenue Expenses Profit/(loss) before income tax Income tax benefit Profit/(loss) after income tax Other comprehensive income Pengana International Fund 2019 $’000 2018 $’000 94,606 78,788 94,606 78,788 697 697 685 685 Global Credit Investments 2019 $’000 1,218 1,218 281 281 2018 $’000 1,596 1,596 243 243 93,909 78,103 937 1,353 9,120 6,565 1,324 2,000 (1,196) (824) (2,224) (1,329) 7,924 5,741 – – (900) 155 7,924 5,741 (745) – – – 671 – 671 – Total comprehensive income 7,924 5,741 (745) 671 Reconciliation of the group’s carrying amount Opening carrying amount Share of profit/(loss) after income tax Acquisition of interests 1,046 50 – 956 90 – 3,436 (258) – – – 3,436 Closing carrying amount 1,096 1,046 3,178 3,436 The carrying amount of investments in associates approximate their fair value. ANNUAL REPORT 2019 | 67 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 35. UNCONSOLIDATED STRUCTURED ENTITIES A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity and the relevant activities are directed by means of contractual arrangements. The group has significant influence over the funds it manages due to its power to participate in the financial and operating policy decisions of the investee through its investment management agreement. The group considers all funds to be structured entities. The group invests in its own managed funds to seed the funds to develop a performance track record prior to external investment being received or provides early stage capital. The funds’ objectives are defined in the offer document and constitution of the respective fund. The funds invest in a number of different financial instruments including equities and debt instruments. The funds’ finance their operations by issuing redeemable units which are puttable at the holder’s option and entitle the holder to a proportional stake in the respective fund’s net assets. The group holds redeemable units in some of its own managed funds. Unless specified otherwise, the group’s maximum exposure to loss is the total of its on-balance sheet positions as at reporting date. There are no additional off balance sheet arrangements which would expose the group to potential loss. NOTE 36. CASH FLOW INFORMATION Reconciliation of profit/(loss) after income tax to net cash from operating activities Consolidated Profit/(loss) after income tax expense for the year Adjustment for: Depreciation and amortisation Share of loss/(profit) - associates Share-based payments Foreign exchange differences Distributions paid to unitholders -financing activity Unitholder share of profit or loss Write downs Cost of alignment shares issued to Pengana Private Equity Trust Other non-cash items Net (gain)/loss on financial assets Proceeds from sale of investments in financial assets at fair value through profit or loss 2019 $’000 (14,285) 2,652 297 446 – – – – 10,260 169 – – 2018 $’000 7,090 2,559 (311) 378 (21) 627 281 136 – (173) (3,848) 103 68 | PENGANA CAPITAL GROUP ANNUAL REPORTChange in operating assets and liabilities: Decrease/(increase) in trade and other receivables Decrease/(increase) in contract assets Decrease/(increase) in income tax refund due Decrease/(increase) in prepayments Decrease/(increase) in other financial assets at fair value through profit or loss Increase/(decrease) in trade and other payables Increase/(decrease) in provision for income tax Increase/(decrease) in deferred tax liabilities Increase/(decrease) in employee benefits Increase/(decrease) in other financial liabilities at fair value through profit or loss Consolidated 2019 $’000 2018 $’000 4,765 (4,747) 759 (286) – (2,182) 1,182 (311) 64 – (267) – – – 26,768 (6,985) 146 – – (18,768) Net cash from/(used in) operating activities (1,217) 7,715 Non-cash investing and financing activities Shares issued in relation to business combinations Shares issued under loan share plan Loans granted under loan share plan Shares issued in relation to purchase of investments in Associates Shares issued in accordance with short term retention scheme Alignment shares issued to Pengana Private Equity Trust Purchase of investment into associates- reinvestment of dividends Sale of investment in associates Purchase of property, plant and equipment Sale of investments in available-for-sale financial assets Purchase of investments in available-for-sale financial assets Dividends withheld from company shareholders with outstanding loans under loan share plan Dividends applied on outstanding loans under loan share plan Changes in liabilities arising from financing activities Consolidated Balance at 1 July 2017 Balance at 30 June 2018 Net cash from financing activities Balance at 30 June 2019 3,303 2,000 (2,000) – – 10,260 – – – 5,500 (5,500) (127) 127 – – – 490 263 – (1,847) 1,571 (19) – – – – 13,563 458 Bank loan $’000 – – 5,000 5,000 ANNUAL REPORT 2019 | 69 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 37. SHARE-BASED PAYMENTS Loan Funded Share Plan (‘LSP’) The group operates a LSP, whereby limited recourse loans totalling $29,220,000 (2018: $27,220,000) were provided to employees and fund managers to acquire shares in the company. Under the plan the CEO has 15,872,528 (2018: 15,872,528) shares, employees and fund managers have 7,586,192 (2018: 6,981,194) shares. The loans are interest bearing and have a maximum term of up to seven years. Recourse on the loans (including associated interest) is limited to the associated shares and any dividend amounts applied to the loan balance. The shares granted under the LSP are subject to a vesting condition, that the employees and fund managers must remain continuously employed for five years from the grant date, except for shares associated with the LSP granted to the CEO which are not subject to a vesting condition and vested on the date the shares were granted. As the share purchases are funded by limited recourse loans they are treated for accounting purposes as grants of share options and accounted for as equity-settled share-based payments. The shares issued under the LSP are fair valued on the date they are granted and amortised as an expense in profit or loss over the vesting period. As the loans and associated shares issued are not recorded on the statement of financial position on grant date, there are no transactions in the statement of financial position relating to the issue of shares under the LSP, however a share-based payment expense of $446,000 has been recognised in profit or loss for the year ended 30 June 2019 (2018: $378,000). Interest accruing on the loans and dividends applied to the loans are not recorded in the financial statements but do impact the outstanding loan balance. As at 30 June 2019 total outstanding loans related to treasury shares were $29,395,000 (2018: $27,528,000). Set out below are summaries of shares granted under the LSP: 2019 Grant date Expiry date Exercise price Balance at the start of the year Granted Exercised Expired / forfeited / other Balance at the end of the year 01/03/2017 28/02/2024 $1.49 5,149,796 01/03/2017 28/02/2024 $1.20 10,722,732 03/03/2017 01/03/2024 $1.49 6,981,194 – – – 03/10/2018 01/10/2025 $4.33 – 604,998 22,853,722 604,998 – – – – – – – – – – 5,149,796 10,722,732 6,981,194 604,998 23,458,720 Weighted average exercise price $1.35 $4.33 $0.00 $0.00 $1.43 2018 Grant date Expiry date Exercise price Balance at the start of the year Granted Exercised Expired / forfeited / other Balance at the end of the year 01/03/2017 28/02/2024 $1.49 5,149,796 01/03/2017 28/02/2024 $1.20 10,722,732 03/03/2017 01/03/2024 $1.49 6,981,194 22,853,722 – – – – – – – – – – – – 5,149,796 10,722,732 6,981,194 22,853,722 Weighted average exercise price $1.35 $0.00 $0.00 $0.00 $1.35 70 | PENGANA CAPITAL GROUP ANNUAL REPORTSet out below are the shares granted under the LSP exercisable at the end of the financial year: Grant date Expiry date 01/03/2017 28/02/2024 01/03/2017 28/02/2024 2019 Number 2018 Number 5,149,796 5,149,796 10,722,732 10,722,732 15,872,528 15,872,528 The weighted average share price during the financial year was $2.62 (2018: $3.26). The weighted average remaining contractual life of shares granted under the LSP outstanding at the end of the financial year was 4.72 years (2018:5.67 years). For the shares granted under the LSP during the current financial year, the Black-Scholes valuation model inputs used to determine the fair value at the grant date, are estimated as follows: Grant date Expiry date Share price at grant date Exercise price Estimated Volatility* Dividend yield Risk-free interest rate Fair value at grant date 03/01/2018 01/10/2025 $3.31 $4.33 35.35% 2.53% 2.29% $0.751 *The expected price volatility is based on a period of observed historic volatility of a range of peer group companies. NOTE 38. EARNINGS PER SHARE Profit/(loss) after income tax Non-controlling interest Profit/(loss) after income tax attributable to the owners of Pengana Capital Group Limited Weighted average number of ordinary shares used in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Options over ordinary shares Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share Consolidated 2019 $’000 (14,285) (10) 2018 $’000 7,090 (110) (14,295) 6,980 Number Number 80,528,415 78,628,294 – 11,704,450 80,528,415 90,332,744 Cents (17.75) (17.75) Cents 8.88 7.73 The weighted average number of ordinary shares for year ended 30 June 2019 does not include 23,458,720 treasury shares (2018: 22,853,722). For the year ended 30 June 2019, options have been excluded in the weighted average number of shares used to calculate diluted earnings per share as they were anti-dilutive. ANNUAL REPORT 2019 | 71 NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) NOTE 39. GENERAL INFORMATION Pengana Capital Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level 12 167 Macquarie Street Sydney NSW 2000 A description of the nature of the group’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 26 August 2019. The directors have the power to amend and reissue the financial statements. NOTE 40. EVENTS AFTER THE REPORTING PERIOD No matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the group’s operations, the results of those operations, or the group’s state of affairs in future financial years. 72 | PENGANA CAPITAL GROUP ANNUAL REPORTDIRECTORS’ DECLARATION In the Directors’ opinion: • the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; • the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements; • the attached financial statements and notes give a true and fair view of the group’s financial position as at 30 June 2019 and of its performance for the financial year ended on that date; and • there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the Directors, Russel Pillemer Chief Executive Officer 26 August 2019 Sydney Warwick Negus Chairman 26 August 2019 Sydney ANNUAL REPORT 2019 | 73 INDEPENDENT AUDITOR’S REPORT Level 17, 383 Kent Street Sydney NSW 2000 Correspondence to: Locked Bag Q800 QVB Post Office Sydney NSW 1230 T +61 2 8297 2400 F +61 2 9299 4445 E info.nsw@au.gt.com W www.grantthornton.com.au Independent Auditor’s Report To the Members of Pengana Capital Group Limited Report on the audit of the financial report Opinion We have audited the financial report of Pengana Capital Group Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: a giving a true and fair view of the Group’s financial position as at 30 June, 2019 and of its performance for the year ended on that date; and b complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 www.grantthornton.com.au ‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. 74 | PENGANA CAPITAL GROUP ANNUAL REPORT Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter Impairment of goodwill & other intangibles – refer to Note 17. Non-current assets - intangibles The reverse acquisition of Hunter Hall on 1 June 2017 gave rise to goodwill of $40,627k and acquired relationships of $26,320k. The acquisition of PT Capital on 21 August 2018 gave rise to goodwill of $2,985k and other intangible assets of $452k. All assets must be assessed at each reporting date for any indication of impairment. Goodwill must be tested annually for impairment regardless of whether any indication of impairment exists. Pengana Capital Group Limited has utilised the value in use method to calculate the recoverable amount of intangible assets. Due to the significant estimation involved in calculating the recoverable amount, we have determined this to be a key audit matter. Our procedures included, amongst others:  Assessing the competence and objectivity of management’s independent expert;  Assessing the reasonableness of management’s independent expert’s conclusions and management’s bias in the assessment of potential impairment indicators for finite life intangible assets and also in performing the impairment testing for goodwill;  Reviewing the goodwill impairment model for compliance with AASB 136;  Assessing the determination of the Cash Generating Unit (CGU) based on our understanding of how management monitors the entity's operations and makes decisions about groups of assets that generate independent cash flows;  Verifying the mathematical accuracy of the underlying model calculations and assessing the appropriateness of the methodologies;  Evaluating the cash flow projections and the process by which they were developed;  Performing sensitivity analysis in relation to cash flow projections, discount and growth rate assumptions on CGUs with a higher risk of impairment; and  Assessing the adequacy of financial report disclosures on the application of judgement in estimating future cash flows and the key methods and assumptions used in the impairment assessment. Information other than the financial report and auditor’s report thereon The Directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2019, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. ANNUAL REPORT 2019 | 75 INDEPENDENT AUDITOR’S REPORT (CONTINUED) Responsibilities of the Directors for the financial report The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s report. Report on the remuneration report Opinion on the remuneration report We have audited the Remuneration Report included in pages 20 to 25 of the Directors’ report for the year ended 30 June 2019. In our opinion, the Remuneration Report of Pengana Capital Group Limited, for the year ended 30 June 2019, complies with section 300A of the Corporations Act 2001. Responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Grant Thornton Audit Pty Ltd Chartered Accountants M A Adam-Smith Partner – Audit & Assurance Sydney, 26 August 2019 76 | PENGANA CAPITAL GROUP ANNUAL REPORT SHAREHOLDER INFORMATION The shareholder information set out below was applicable as at 16 August 2019. DISTRIBUTION OF EQUITABLE SECURITIES Analysis of number of equitable security holders by size of holding: 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel EQUITY SECURITY HOLDERS Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: Number of holders of ordinary shares 477 633 276 264 51 237 WHSP Pengana Pty Ltd RC Pillemer Pty Ltd (RC Pillemer Family A/C) WHSP Hunter Hall Pty Ltd Washington H Soul Pattinson and Company Limited Farnworth House Pty Ltd DJG Services Pty Limited (DKI Account) Roxtrus Pty Limited (Roxanne Dunkel No. 2 A/C) Damian Crowley Julie Crowley (Damian C Crowley Family Fund) Radd Holdings Pty Limited (Myers Family A/C) Russel Craig Pillemer DBR Corporation Pty Ltd HSBC Custody Nominees (Australia) Limited (A/C 2) Tark Family Holdings Pty Ltd (Tark Family A/C) LMCTA Pty Ltd (LMCTA Family A/C) Steve Black Ed Prendergast Steve Black (Black Family A/C) Meg O’Hanlon (O’Hanlon Family A/C) Pretage Pty Ltd WHSP Hunter Hall Pty Ltd Ordinary shares Number held % of total shares issued 27,176,596 24,795,404 26.31 24.01 6,641,522 5,434,653 2,728,256 2,079,994 1,803,150 1,789,325 1,341,904 1,262,205 1,255,260 1,201,173 1,100,162 983,146 973,701 973,701 672,335 672,335 630,051 575,133 6.43 5.26 2.64 2.01 1.75 1.73 1.30 1.22 1.22 1.16 1.07 0.95 0.94 0.94 0.65 0.65 0.61 0.56 ANNUAL REPORT 2019 | 77 SHAREHOLDER INFORMATION (CONTINUED) EQUITY SECURITY HOLDERS (CONTINUED) Unquoted equity securities There are 4,909,228 fully paid preference shares on issue held by Pengana Investment Management Limited as trustee for the Pengana Private Equity Trust registered in the name of BNP Paribas Securities Services. SUBSTANTIAL HOLDERS Substantial holders in the company are set out below: Washington H Soul Pattinson and Company, WHSP Hunter Hall Pty Ltd and WHSP Pengana Pty Ltd Russel Craig Pillemer* Ordinary shares Number held % of total shares issued 39,827,904 35,284,021 39.25% 34.16% * The substantial notice lodged for Russel Pillemer discloses that he has a relevant interest in 35,284,021 ordinary shares in the company. These relevant interests are as follows: • 1,262,205 shares held by Russel Pillemer • 24,795,404 shares held by RC Pillemer Pty Ltd (which Russel Pillemer controls) • 165,000 shares held by MRJ Capital Pty Limited (which Russel Pillemer controls) 35,284,021 shares held by Pengana staff or their related parties (including the 26,222,609 shares referred to above held by Russel Pillemer, RC Pillemer Pty Ltd and MRJ Capital Pty Limited). As Russel Pillemer has voting power in the company above 20% pursuant to section 608(3)(a) of the Corporations Act 2001 he is deemed to have a relevant interest in these shares as the company has the power to prevent the disposal of each of these shares pursuant to a voluntary escrow agreement between the company and the relevant holder. VOTING RIGHTS The voting rights attached to ordinary shares are set out below: Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities. SECURITIES SUBJECT TO VOLUNTARY ESCROW Class Expiry date Number of shares Ordinary shares Until 15 February 2023 (portions to be released annually) Ordinary shares 1 June 2022 Ordinary shares Until 15 February 2020 (portions to be released annually) Ordinary shares Until 3 October 2023 Ordinary shares Until 19 June 2020 21,565,475 6,981,194 1,337,736 604,998 137,350 30,626,753 78 | PENGANA CAPITAL GROUP ANNUAL REPORTPENGANA.COMPENGANA CAPITAL GROUP LIMITED ABN 30 103 800 568 AFSL 226566 Level 12, 167 Macquarie Street, Sydney, NSW 2000 T: +61 2 8524 9900 F: +61 2 8524 9901 PENGANA.COM 

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